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MLB Mlb Industries

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Share Name Share Symbol Market Type
Mlb Industries TSXV:MLB TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

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

31/08/2011 7:57pm

Marketwired Canada


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 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 www.sedar.com.  


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:
www.blue-horizon.ca. 


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.


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