OMR Corp. to acquire parent of Canada’s Cascadia Air

Canadian commuter airline Cascadia Air (CBF, Penticton) is to receive a shot in the arm with the acquisition of its parent company, Cascadia Northern Air, by capital pool company Ord Mountain Resources (OMR) Corporation, subject to the approval of shareholders and aviation and market regulators.

The business combination forms part of the restructuring of Ord Mountain Corp., which announced it was expanding its previously announced acquisition of BluSky Aviation Group Inc., a new special-purpose acquisitions holdings company, to also include BluSky’s first acquisition target, Cascadia Northern Air Inc.

Cascadia Air obtained its Air Operating Certificate (AOC) in February 2020. As previously reported it specialises in short-haul essential air services throughout Vancouver Island and Haida Gwaii. It currently provides direct flights to and from Vancouver Int’l, Penticton, the Tri-Cities, Vancouver Island, and the Okanagan Valley, with more routes in the pipeline for 2022. It has a fleet of four Piper (twin piston) PA31-350s.

According to a statement, Ord Mountain, BluSky, and Cascadia have entered into a revised letter of intent, which amends and supercedes a letter of intent previously entered into between the company and BluSky. Under the revised terms, Ord Mountain will acquire 100% of the fully diluted outstanding shares of each of BluSky and Cascadia, including but not limited to any outstanding stock options, common share purchase warrants, or any other security exercisable or convertible into a common share of BluSky or Cascadia.

Highlights of the deal include that:

OMR Corp. will change its name to BluSky Group of Companies Inc.;
BluSky shall complete an initial round of equity and/or debt financing for gross proceeds of up to CAD2 million Canadian dollars (USD1.5 million), 60% of the net proceeds of which shall be allocated to Cascadia (either as a loan or equity injection), specifically for general working capital of its business;
BluSky shall complete two additional equity and/or debt financings for an average gross proceed of up to CAD35-million (USD27.5 million), of which about 40% or CAD12.5-million (USD9.8 million) of the net proceeds (after fees and costs) shall be allocated to Cascadia following the completion of the proposed business combination, specifically for the expansion of Cascadia business, retirement of historical debts, and for working capital purposes;
Concurrent with the completion of the proposed business combination, all of the executive officers and directors of OMR Corp. shall resign and shall be replaced by two nominees or appointees of BluSky and two nominees or appointees of Cascadia.
The proposed business combination is subject to all necessary approvals and consents from the directors and shareholders. It is also subject to the approval of the Toronto Stock Exchange (TSX Venture Exchange) and federal aviation regulators.

The parties have agreed to work towards the execution of a definitive agreement on or before October 15, 2021.

BluSky was incorporated in British Columbia in 2021, specifically as a private special-purpose acquisitions holdings company. Its primary focus is to acquire and restructure distressed or undervalued commercial aviation-related assets and technologies in the Pacific Northwest, Western Canada, and Alaska. It is managed by private investment firms Liquid River Capital Corp. and its US division, Arch River Capital LLC.