Ord Mountain Resources Corp.
TSX VENTURE : OMR.H
NEX BOARD : OMR.H

May 05, 2017 20:26 ET

Ord Mountain Resources Corp. Provides Update on Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 5, 2017) - Ord Mountain Resources Corp. ("Ord") (NEX:OMR.H), a capital pool company, announces that, further to its news release of March 29, 2017, it was advised by Penta 5 Packaging Inc. ("Penta5"), with whom Ord had entered into a business combination agreement as Ord's Qualifying Transaction, has engaged Giving Back Finance Inc. (the "Investor") to provide funding in the amount of USD $5,400,000 (the "Financing") to satisfy the financing condition relating to the Qualifying Transaction. It is contemplated that after completion of the Qualifying Transaction, the Investor will also provide guidance to Penta5 on potential strategic joint ventures and potential partners in regards to the expansion and development of Penta5.

R. Charles Murray, Chairman and CEO of Penta5 USA, LLC, comments, "We believe that Giving Back Finance's participation in the Financing, including agreeing to act as our strategic business advisor, clearly demonstrates the value and the potential in our Company and each of our 5 divisions. I couldn't be more excited with this having the support and participation of Giving Back Finance."

The Financing will consist of 18,000,000 units of Penta5 securities ("Units") at a price of USD $0.30 per Unit for gross proceeds of USD $5,400,000. Each Unit will consist of one common share of Penta 5 and one-half of one share purchase warrant (each a "Warrant"), with each whole Warrant entitling the holder to purchase one additional common share of Penta 5 at a price of $0.60 per share for a period of one year from the date of issue. It is contemplated under the business combination agreement that the Units will be exchanged for units of Ord securities pursuant to a three-cornered amalgamation. For more details on the proposed Qualifying Transaction, please refer to Ord's filing statement filed on December 1, 2016 on SEDAR at http://sedar.com.

The Financing and the amendments to the Qualifying Transaction remain subject to the approval of the TSX Venture Exchange.

Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Ord cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Ord's control. Such factors include, among other things: risks and uncertainties relating to Ord's ability to complete the proposed Transaction; and other risks and uncertainties, including those described in Ord's Filing Statement dated November 28, 2016 filed with the Canadian Securities Administrators and available on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Ord undertakes no obligation to publicly update or revise forward-looking information.

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.

A halt in trading shall remain in place until after the Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.

NEITHER 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 RELEASE.

Contact Information

  • Ord Mountain Resources Corp.
    Gong (Michael) Chen
    CEO
    (604) 643-1738