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Blue Horizon Announces It Has Entered Into an Interim Agreement with Cielo Gold Corp.
By: Marketwired .
Jan. 17, 2013 08:15 PM
RED DEER, ALBERTA -- (Marketwire) -- 01/18/13 -- Blue Horizon Industries Inc. ("Blue Horizon" or the "Corporation") (CNSX:BH) announced today that its indirect wholly owned subsidiary Blue Horizon Bio-Diesel Inc ("BH Bio-Diesel") has entered into an Interim Agreement with Cielo Gold Corp ("Cielo") (CNSX: CMC).
BH Bio-Diesel has entered into an Interim Agreement with Cielo Gold Corp ("Cielo") wherein Cielo has agreed to purchase certain assets (the "Assets") and certain liabilities of BH Bio-Diesel for consideration of $4.25 million payable in the form of two convertible debentures (collectively, the "Debentures") issued by Cielo (the "Transaction"). The first debenture (the "First Debenture") will bear interest at an annual rate of 6% and will be in the amount of $2 million, due on the first anniversary of such First Debenture, payable in cash or, at the election of Cielo, in common shares of Cielo at a CDN$0.25 per share price (the "Conversion Price"). The second debenture (the "Second Debenture") will bear interest at an annual rate of 6% and will be in the amount of $2.25 million, due on the second anniversary of such Second Debenture, payable in cash or, at the election of Cielo, in common shares of Cielo at the greater of (A) the 10-day volume weighted average of the trading price of the common shares of Cielo on the date of payment, or (B) CDN$0.25 per share (the greater of (A) or (B) being the "Conversion Price"). BH Bio-Diesel will have the right after the respective due dates of the Debentures to convert the principal and interest payable by Cielo into common shares at the Conversion Price therefor.
Closing of the Transaction is subject to customary closing conditions including the completion of a definitive asset purchase agreement as soon as practicable and the completion of due diligence, execution of closing documentation and applicable regulatory approvals, expected to occur on or about March 29, 2013.
The President and CEO of BH Bio-Diesel, Mr. Don Allan, has agreed to be appointed as CEO of Cielo upon closing of the Transaction, and will also be appointed to the Board of Directors of Cielo at that time. Cielo will then add to its corporate focus on becoming a world class green diesel refinery using waste products to manufacture a renewable grade diesel.
The Assets include a renewable fuel oil demonstration plant that is currently being assembled and is expected to be ready for operation later this month. It is Cielo's goal to complete the upgrades required to produce an ultralow sulphur highway grade diesel to meet Canada's mandate of 2% renewable content in each liter of diesel produced and sold. Cielo hopes to begin commercial production of renewable diesel in 2013, using municipal waste and used oil. This feed stock is readily available and very inexpensive in comparison to the typical bio-diesel feed stocks. Cielo sees the opportunity to help clean up the environment while potentially earning significant higher Return On Investments.
Don Allan, President and CEO of Blue Horizon said "It is a pleasure to have the opportunity to work with Cielo, its current management and Board of Directors. This is a very large step forward in the waste-to-fuel refining technology BH Bio-Diesel has been developing, and proposes to bring a significant benefit to shareholders of the Corporation, as well as the shareholders of Cielo".
About Blue Horizon Industries Inc.
Blue Horizon Industries Inc. is a diversified industrial company with a four-fold strategic focus. The Corporation operates through three subsidiary companies; Blue Horizon Energy Inc. - 100% owned ("Blue Horizon Energy"), Blue Horizon Bio-Diesel Inc. - 100% owned ("BH Bio- Diesel") and Blue Horizon Mining Inc. - 74% owned ("BH Mining"). Blue Horizon Contracting ("BH Contracting") and BH Energy are wholly-owned divisions of Blue Horizon Energy. BH Contracting is currently working with BH Bio-Diesel on the dismantling and re-erection of the demonstration plant while BH Energy is the Operator in exploration interests for oil and gas in Western Canada having participated in 3 test wells and one horizontal well in 2011. BH Mining is advancing two mining projects in British Columbia and BH Bio-Diesel has an exclusive sub- license agreement to build green renewable-diesel plants in Canada.
The shares of the parent company, Blue Horizon Industries Inc., are listed to trade on the Canadian National Stock Exchange ("CNSX") under the symbol BH.
This news release may contain certain forward-looking information. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the company's disclosure documents on the SEDAR website at www.sedar.com. The company does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Neither the Canadian National Stock Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian National Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.
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