Blackline Announces Underwritten Private Placement and Concurrent Non-Brokered Private Placement
March 22, 2017
CALGARY, ALBERTA--(Marketwired - March 22, 2017) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Blackline Safety Corp. ("Blackline" or the "Company") (TSX VENTURE:BLN) is pleased to announce that it has entered into an agreement with Raymond James Ltd., on its own behalf and on behalf of a syndicate of underwriters (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to place, on an underwritten private placement basis, 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 intends to complete a non-brokered private placement (the "Concurrent Private Placement" and together with the Brokered Private Placement, the "Offerings") to the Company's largest shareholder, DAK Investments Corp. ("DAK"), for 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 Offerings are expected to close on or about April 12, 2017 and are subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. Completion of the Brokered Private Placement is not conditional upon completion of the Concurrent Private Placement.
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.
As DAK is currently an "insider" of the Company by virtue of its current ownership of Common Shares, the additional acquisition of Common Shares by DAK (or its affiliates) in connection with the Concurrent Private Placement will be 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 may be required to obtain minority approval and a formal valuation for the issuance of Common Shares to DAK (or its affiliates). Such an exemption is expected to be available for the issuance of Common Shares to DAK (or its affiliates) pursuant to Sections 5.5(a) and 5.7(a) of MI 61-101, respectively, because at the expected time the transaction is agreed to, neither the fair market value of the subject matter of, nor the fair market value consideration for the transaction, is expected to exceed 25% of the Company's market capitalization.
To learn more about Blackline's employee safety monitoring solutions, visit www.BlacklineSafety.com and follow Blackline on Twitter @blacklinesafety.
About Blackline Safety: Blackline Safety is a global connected safety technology leader. We help businesses 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 strong team of designers and engineers create and manufacture everything in-house - from wearable technology and personal gas detection to cloud-hosted infrastructure and web-based interfaces in Calgary for global industry. With service in over 200 countries, we are the only provider of industrial-grade, turn-key, work-anywhere connected safety monitoring solutions that delivers a seamless solution to meet demanding safety monitoring challenges of organizations throughout the world. Alert. Locate. Respond.™ For more information, visit www.BlacklineSafety.com.
Neither 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 statements concerning the anticipated closing date of the Brokered Private Placement and/or Concurrent Private Placement and the anticipated use of the net proceeds of the Offerings and expected exemptions under MI 61-101. Although Blackline believes that the expectations reflected in these forward-looking statements 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 closing of the Brokered Private Placement and/or Concurrent Private Placement could be delayed if Blackline is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Brokered Private Placement and/or Concurrent Private Placement will not be completed at all if these approvals are not obtained or some other condition to closing is not satisfied. Accordingly, there is a risk that the Brokered Private Placement and/or Concurrent Private Placement will not be completed within the anticipated time or at all. The intended use of the net proceeds of the Brokered Private Placement and/or Concurrent Private Placement 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 statements contained in this press release are made as of the date hereof and Blackline undertakes no obligations to update publicly or revise any forward-looking statements 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.