Baymount and Blue Nordic Partners Inc. Announce Proposed Business Combination Transaction

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Toronto, Ontario--(Newsfile Corp. - August 16, 2018) - Baymount Incorporated (TSXV: BYM.H) (the "Corporation" or "Baymount") and Blue Nordic Partners Inc. ("BNP") are pleased to announce that they have entered into of a letter agreement (the "Letter Agreement") pursuant to which Baymount proposes to acquire all of the issued and outstanding shares in the capital of BNP pursuant to a business combination transaction (the "Proposed Transaction"). The Proposed Transaction is intended to result in a reverse take-over of Baymount by BNP and its shareholders.

The Proposed Transaction

The Proposed Transaction is expected to be completed by way of a share exchange, plan of arrangement, amalgamation or other form of business combination to be agreed by Baymount and BNP after taking into account further legal and tax considerations. At the closing of the Proposed Transaction, the holders of the issued and outstanding securities of BNP will receive a number of common shares and convertible securities in the capital of Baymount determined according to an exchange ratio based upon a relative value of $1,000,000 for Baymount and approximately $13.96 million for BNP, in each case, calculated as of the date of the Letter Agreement.

The parties anticipate that, at the closing of the Proposed Transaction, Baymount will be the "Resulting Issuer," with BNP becoming a wholly-owned direct or indirect subsidiary of Baymount. The Resulting Issuer will carry on the current business of BNP following the completion of the Proposed Transaction. In connection with the Proposed Transaction, Baymount intends to apply for the common shares of the Resulting Issuer to be listed on the TSX Venture Exchange (the "TSXV"). The Proposed Transaction will constitute an "Arm's Length Transaction" under the policies of the TSXV.

Immediately prior to the completion of the Proposed Transaction and subject to Baymount shareholder approval, Baymount intends to consolidate its issued and outstanding common shares on the basis of one new Baymount common share for each 6.26 Baymount common shares then outstanding, resulting in approximately 4,387,547 post-consolidation Baymount common shares being outstanding prior to completion of the Proposed Transaction. In addition, upon or immediately prior to completion of the Proposed Transaction, subject to approval by Baymount's shareholders, Baymount's name is expected be changed to such name as BNP may reasonably determine in order to reflect the business of the Resulting Issuer.

The Letter Agreement contemplates that Baymount and BNP will promptly negotiate and enter into a definitive agreement (the "Definitive Agreement"), together with such other documents that may be required to effect such filings and applications as are required in order to more fully delineate, formalize and execute the terms of the Proposed Transaction as outlined in the Letter Agreement. The Definitive Agreement would incorporate the principal terms of the Proposed Transaction set forth in the Letter Agreement, together with other representations, warranties, and indemnities customary for transactions of a similar nature and certain conditions, including as described below.

It is anticipated that Baymount and BNP will each hold an annual and special shareholder meeting on or before October 31, 2018, at which Baymount and BNP will seek any required approvals for the Proposed Transaction from their respective shareholders. Baymount and BNP anticipate that the Proposed Transaction will close on or about November 7, 2018, subject to due diligence and the fulfillment or waiver of all conditions precedent.

Information about BNP

BNP is a private company incorporated under the laws of the Province of New Brunswick on April 15, 2014. The business activities of BNP are primarily carried out through its wholly owned subsidiary, Blue Nordic Partners AG ("BNP AG"), and other entities held by BNP AG. BNP AG is a corporation incorporated in Switzerland with its head office located at Seedamm Plaza, Seedammstrasse 3, 8808 Pfäffikon SZ, Switzerland.

BNP operates a corporate advisory firm aimed at enhancing the value and potential for sustainable growth of small and medium sized enterprises through implementation of its proprietary business model "Master Capital Package". The business operations of BNP are currently focused on providing its services to customers in the European market. BNP accepts equity positions in small and medium sized companies, which in its management's view, have the short-term potential for sustainable value enhancement, in exchange for its services, know how, human capital, in-depth business understanding and other tools and means necessary to enhance company value. At present, BNP has equity holdings in a number of companies located in Germany and elsewhere in Europe.

BNP's Master Capital Package offered to BNP's target clients, generally involves various value-enhancing consulting services, and introductions to third parties that may provide debt financing for these clients. In this connection, the Letter Agreement contemplates that, prior to closing, BNP will have secured commitments from one or more such third parties to make not less than $5,000,000 in total loan proceeds available to be borrowed by BNP clients introduced by BNP. BNP would not assume any financial obligations with respect to any such funds provided to BNP's clients.

Based on the BNP's unaudited consolidated financial statements for the year ended December 31, 2017 and prepared as of August 7, 2018, as at December 31, 2017, BNP had total assets of $8,948,990, and total liabilities of $1,699,760 and net working capital (being the difference between BNP's current assets and its current liabilities) of $7,249,230. During the year ended December 31, 2017, BNP had net income of $704,210, based on gross income of $4,693,024, which included revenue from management services of $4,713,511, a gain on the disposition of a portfolio investment of $2,372,940 and other income of $743,514. These amounts were offset by an unrealized loss on its portfolio investments of $3,136,941.

Proposed Directors and Officers of the Resulting Issuer

The following individuals are expected to be Insiders (as defined in the policies of the TSX Venture Exchange) of the Resulting Issuer:

Juergen Schlebrowski Director and Chief Executive Officer. Mr. Schlebrowski is currently Chairman and Chief Executive Officer of BNP. He started his career with Procter & Gamble and brings more than 25 years of national and international experience as a senior executive (including the positions of General Manager and Vice President), having worked for many multinational companies in the consumer goods sector such as, S.C. Johnson Wax, Pepsi Cola North America, Pepsi Cola International, Nike International, Coca-Cola Beverages and more. In 2005 he founded SH Consulting providing strategic and operational support as well as interim management. In his last assignment prior to joining BNP beginning of 2014, he was the Interim-CEO of a medical group (health care and medical technology). His main business focus is primarily on repositioning and turnaround management. Mr. Schlebrowski has experience with all facets of business and extensive industry knowledge in the areas of consumer packaged goods, office products, fashion, sports, retail, health care and medical technology.

Ernie Eves Director. Mr. Eves previously served as the 23rd Premier of the Province of Ontario. During his tenure, Premier Eves initiated new investment of an additional $1.9 billion in Ontario's education system; substantial new investments in Ontario's health care system including, for the first time, the use of public-private partnerships in hospital construction and the expansion of diagnostic services; the largest single capital investment in post-secondary education in the province's history; the development of a renewable energy portfolio standard; and the implementation of the Smart Growth program for orderly development in all regions of Ontario and landmark investments in the province's highway system and urban transit. Mr. Eves currently serves as an advisor, consultant or board member for several firms including Gravitas Financial Inc., Gravitas Ilium Corporation, PACE Securities Corp., Nighthawk Gold Corp., YorkStreet Dispute Resolution Group Inc., Timeless Herbal Care, Asterion Bio Med Inc. as well as several other North American and international companies.

Gerry Goldberg Director. Mr. Goldberg currently a Director of Baymount and is a Chartered Professional Accountant and a former senior partner at two major accounting firms. He has over 30 years' of audit experience and was the head of the public company audit division of a major firm. Mr. Goldberg was active in corporate finance and development and was involved in the structure and design of numerous innovative financing instruments, tax shelters and syndications, both in Canada and the US. He was actively involved with the audit of various public Canadian, US, Chinese and other foreign companies listed in the US and Canada. Mr. Goldberg holds the designation of C.T.A. University of South Africa and is a member of the Institute of Chartered Accountants of Ontario and the Public Accountants Council of Ontario. Mr. Goldberg was and is a director and audit committee chairman of numerous Canadian and US public companies. He has also served as the interim CEO of a publicly listed Licensed Producer of medical marijuana.

Graham Simmonds Director. Mr. Simmonds is currently Board Chair, President and Chief Executive Officer of Baymount. He has over 20 years of experience in public company management and business development projects within both the gaming, consumer products and technology sectors. Mr. Simmonds is licensed and/or has previously been licensed/registered with a number of horse racing and gaming commissions in the United States and Canada. Mr. Simmonds developed and launched the first in-home digital video horse racing service in North America and is a former director and partner in eBet Technologies Inc., a licensed ADW operator and software developer for the online horse racing industry in the United States. eBet Technologies Inc. was successfully sold to Sportech PLC in December of 2012. Mr. Simmonds is currently chairman and CEO of Gilla Inc., a manufacturer and distributor of e-liquid for vaporizers and developer of cannabis concentrate products, and the CEO of Prime City One Capital Corp., a shell company seeking investment opportunities. Mr. Simmonds was the former chairman and CEO of DealNet Capital Corp., a consumer finance company, and CordovaCann Corp., a Canadian-domiciled diversified cannabis investment company.

Principal Shareholders

Based solely on information provided to Baymount by representatives of BNP in connection with the Proposed Transaction and the preparation of this news release, there are currently approximately 170 shareholders of BNP. To the knowledge of directors and officers of Baymount, as of the date hereof, no person, firm or company will beneficially own, directly or indirectly, or exercise control or direction over voting securities carrying more than 10% of the voting rights attached to common shares of the Resulting Issuer immediately following the completion of the Proposed Transaction, on a non-diluted basis, except CC Capital Corporation and MEKS AG.

CC Capital Corporation is a private corporation formed under the laws of Switzerland. No person holds securities carrying more than 20% of the voting rights attached to the voting securities of CC Capital Corporation. MEKS AG is a private corporation formed under the laws of Switzerland, all of the voting shares of which are held by Mr. Alexander Mauthner.

Further particulars relating to the Proposed Transaction will be described in one or more subsequent news releases to follow in accordance with the policies of the TSXV.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; the availability of sufficient capital such that the Resulting Issuer shall satisfy the working capital requirements of the TSXV; execution of a Definitive Agreement in respect of the Proposed Transaction; receipt of regulatory approvals; acceptance of the Proposed Transaction by the TSXV; receipt of approval for the listing of the common shares of the Resulting Issuer; shareholders each of Baymount and BNP approving the Proposed Transaction and such other matters necessary to complete the Proposed Transaction; shareholders of Baymount approving certain matters ancillary to the Proposed Transaction subject to the completion of the Proposed Transaction, including the consolidation of its common shares. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is 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 or filing statement to be prepared 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 TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, and there shall be no sale or exchange of Baymount securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under applicable securities laws.

In accordance with TSXV policy, Baymount's shares are currently halted from trading and are expected to remain halted until after the TSXV has reviewed the materials in support of the Proposed Transaction.

Except for statements of historical fact, all statements in this press release, including, but not limited to, statements regarding future plans, objectives and payments are forward-looking statements that involve various risks and uncertainties.

Forward-looking Statements

This press release contains certain forward-looking statements with respect to the Corporation. These forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those contemplated. The forward-looking statements and information in this press release includes information relating to the Proposed Transaction (including its structure and any required shareholder approval and other terms), the directors and management of the Resulting Issuer upon completion of the Proposed Transaction, and the implementation of Baymount's business plan. Such statements and information reflect the current view of Baymount with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with the completion of the Proposed Transaction and matters relating thereto, and risks associated with the need for additional financing, reliance on key personnel, the potential for conflicts of interest among certain officers or directors. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Baymount undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

For further information please contact:

Mr. Graham Simmonds
Chief Executive Officer
416-843-2881
[email protected]

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