MLB Industries Inc.
CNSX : BMP

MLB Industries Inc.

June 01, 2011 08:00 ET

MLB Industries Inc. Signs Letter of Intent to Combine With Blue Horizon Energy Inc.

CALGARY, ALBERTA--(Marketwire - June 1, 2011) -

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

MLB Industries Inc. (CNSX:BMP) and Blue Horizon Energy Inc. ("Blue Horizon") are pleased to announce that they have entered into a non-binding letter of intent (the "Letter of Intent") on May 31, 2011 wherein MLB would combine with Blue Horizon by way of a reverse take-over, amalgamation, arrangement, exempt takeover bid, security purchase or security exchange agreement or other similar form of transaction (the "Proposed Transaction"). It is currently anticipated that the Proposed Transaction will constitute a reverse take-over of MLB by Blue Horizon pursuant to the applicable policies of the Canadian National Stock Exchange (the "CNSX"), that the resulting issuer will be named "Blue Horizon Industries Inc." (the "Resulting Issuer") and that Mr. Don Allan, the President and Chief Executive Officer of Blue Horizon, will be the Chairman, President and Chief Executive Officer of the Resulting Issuer.

Summary of the Letter of Intent and the Proposed Transaction

Under the terms of the Letter of Intent, MLB and Blue Horizon intend to negotiate a definitive agreement (the "Definitive Agreement") by June 17, 2011, whereby MLB proposes to issue common shares of MLB (the "MLB Shares") in exchange for all of the issued and outstanding common shares of Blue Horizon (the "Blue Horizon Shares").

The final number of MLB Shares to be issued in exchange for the Blue Horizon Shares will be based on the parties' current valuation as contained in the Letter of Intent and any changes thereto arising from the results of the parties' mutual due diligence (the "Agreed Valuation").

The Letter of Intent is subject to an exclusivity period until June 17, 2011 (the "Exclusivity Period") unless the Letter of Intent is terminated earlier in accordance with its terms. During the Exclusivity Period, both parties have agreed to exclusively negotiate with one another the final terms and conditions for the Definitive Agreement (the "Exclusivity Covenant") and each shall continue to operate its business in the ordinary course. If during the Exclusivity Period a party to the Letter of Intent breaches the Exclusivity Covenant, then such party shall immediately pay the other party a fee of $100,000 unless the parties mutually agree in writing to terminate the Letter of Intent then no such fee is payable.

Either party may terminate the Letter of Intent if any applicable regulatory authority has indicated to either MLB or Blue Horizon that it will not permit the Proposed Transaction to proceed or if such party is not satisfied with the results of its due diligence by June 15, 2011.

Nathan Hansen, President of MLB said, "We are looking forward to combining our talents while working with Blue Horizon's skilled leaders, and believe in the strong value this brings to all of the shareholders of MLB."

Don Allan, President and Chief Executive Officer of Blue Horizon agreed and said "We are excited about proceeding with the contemplated transaction with MLB Industries. Blue Horizon is a well funded diversified company that is positioned to create enhanced shareholder value for both its shareholders and the MLB shareholders."

The completion of the Proposed Transaction is subject to several conditions, including (i) both parties entering into the Definitive Agreement and the satisfaction of the terms and conditions to be set forth therein; (ii) completion of all necessary legal, financial and technical due diligence reviews; and (iii) receipt of all necessary consents and approvals, including board, shareholder approvals of both parties (as applicable) and regulatory and CNSX approvals.

Completion of the Proposed Transaction is subject to CNSX acceptance and the Proposed Transaction cannot close until any required shareholder approvals have been obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared by each of MLB and Blue Horizon in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The securities of MLB should be considered highly speculative.

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 Energy and Blue Horizon Contracting as well as two subsidiary companies; Blue Horizon Bio-Diesel Inc. (100% Owned) and Blue Horizon Mining Inc. (74% Owned).

Blue Horizon Energy currently owns oilsands leases at Normandville Alberta; as to a 50% interest in 4 sections and a 100% interest in a further 10 sections. Blue Horizon Energy has entered into a Farmout Agreement with third parties that have agreed to pay 90% of the costs of 3 vertical test wells to earn an undivided 50% interest in the 8,960 acres comprising the Normandville oilsands leases. Blue Horizon Energy is the operator of the 3 Test Well Earning Program where the first Test Well was drilled, cored and cased just prior to spring break-up. Logs and the core indicate ~10m of oil pay, completion of the first test Well is scheduled to commence immediately following the lifting of road bans.

Blue Horizon's other wholly owned division, Blue Horizon Contracting ("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 executing on a $17,800,000 dismantling project in Kitimat B.C.

Blue Horizon's 74% owned subsidiary company, Blue Horizon Mining Inc. ("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, Blue Horizon Bio-Diesel Inc. ("BHBD") has an Exclusive Canadian & Non-exclusive Worldwide License Agreement to build state of the art bio-diesel refineries. 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 Proposed Transaction including any required financing in relation thereto, 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.

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

Contact Information

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

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