Blackline Announces Closing of Underwritten Private Placement and Concurrent Non-Brokered Private Placement
April 12, 2017
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Blackline Safety Corp. (TSX VENTURE:BLN) ("Blackline" or the "Company") is pleased to announce that it has closed its previously announced underwritten private placement through a syndicate of underwriters led by Raymond James Ltd. and including Lightyear Capital Inc., Beacon Securities Limited and P.I. Financial Corp. (collectively, the "Underwriters"), issuing a total of 3,500,000 common shares of the Company ("Common Shares") at an issue price of $3.00 per Common Share for aggregate gross proceeds of $10,500,000 (the "Brokered Private Placement").
Blackline is also pleased to announce that, concurrent with the closing of the Brokered Private Placement, it also closed its previously announced non-brokered private placement to the Company's largest shareholder, DAK Capital Inc. ("DAK") (formerly DAK Investments Corp.), of an aggregate of 2,000,000 Common Shares at an issue price of $3.00 per Common Share for gross proceeds of $6,000,000 (the "Concurrent Private Placement" and, together with the Brokered Private Placement, the "Offerings").
Blackline intends to use the net proceeds of the Offerings to support the development of the Company's manufacturing capabilities, the expansion of its international sales network as well as ongoing research and development and general working capital purposes.
All securities issued in connection with the Offerings are subject to a four month plus one day hold period. In connection with the Brokered Private Placement, the Company paid the Underwriters a cash commission equal to 7% of the gross proceeds of the Brokered Private Placement.
As DAK is currently an "insider" of the Company by virtue of its current ownership of Common Shares, the acquisition of Common Shares by DAK under the Concurrent Private Placement was considered a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Pursuant to MI 61-101, absent an available exemption, the Company would have been required to obtain minority approval and a formal valuation for the issuance of the Common Shares to DAK. Such an exemption was available for the issuance of Common Shares to DAK pursuant to Sections 5.5(a) and 5.7(a) of MI 61-101, respectively, because at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value consideration for the transaction, exceeded 25% of the Company's market capitalization.
About Blackline Safety: Blackline Safety is a global connected safety technology leader. Providing comprehensive live-monitoring and connected gas detection, we help teams working in hazardous environments respond to emergencies in real-time and manage efficient evacuations, accounting for everyone's safety along the way. With millions invested in technology research and development, Blackline Safety is recognized for quality and innovation. Our talented team of designers and engineers create and manufacture everything in-house — from wearable technology and personal gas detectors to cloud-hosted infrastructure and web-based interfaces for global industry. We deliver the world's first turn-key, work-anywhere connected safety monitoring solution with gas detection, 3G wireless, two-way speakerphone and live monitoring to meet the demanding safety challenges of organizations in over 200 countries. For more information, visit www.BlacklineSafety.com.
Neither the 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.
ADVISORY: This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the forgoing, this press release contains a statement concerning the anticipated use of the net proceeds of the Offerings. Although Blackline believes that the expectations reflected in that forward looking statement are reasonable, undue reliance should not be placed on them because Blackline can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The intended use of the net proceeds of the Offerings by Blackline might change if the board of directors of Blackline determines that it would be in the best interests of Blackline to deploy the proceeds for some other purpose. The forward looking statement contained in this press release is made as of the date hereof and Blackline undertakes no obligations to update publicly or revise any forward looking statement or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction. The common shares of Blackline will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, or to a U.S. person, absent registration or applicable exemption therefrom.