Blackline Announces Unit Private Placement
July 27, 2012
CALGARY, ALBERTA–(Marketwire – July 27, 2012) –
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Blackline GPS Corp (TSX VENTURE:BLN) (“Blackline” or the “Corporation“) announces it intends to proceed with a non-brokered private placement offering of up to 3,200,000 units of the Corporation (the “Units“) at a price of $1.25 per Unit for aggregate gross proceeds of up to $4,000,000 (the “Offering“). Proceeds of the Offering will be utilized to expand the Corporation’s product development and sales plans as well as general working capital.
Each Unit of the Offering will be comprised of one common share of the Corporation (a “Common Share“) and one Common Share purchase warrant (a “Warrant“). Each Warrant will entitle the holder to acquire one Common Share for a period of thirty six months following the closing of the Offering at an exercise price of $1.50 per Common Share. A finders’ fee commensurate with TSX.V policies may be paid where applicable.
The Corporation expects that DAK Investments Corp. (“DAK“) who currently owns 1,888,200 Common Shares, will subscribe for 1,600,000 Units in connection with the Offering, and as such, upon completion of the Offering (assuming it is fully subscribed), DAK would own or control (directly or indirectly) an aggregate of 3,488,200 Common Shares, representing 19.85% of the outstanding then Common Shares, on a non-diluted basis (or 23.93% of the Common Shares on a fully diluted basis). As such, in accordance with the rules and policies of the TSX Venture Exchange, the proposed acquisition of securities by DAK will create a new “control person” and require the consent of at least 50% of “disinterested” shareholders of the Corporation (being all shareholders of the Corporation, other than DAK). The Corporation intends to seek the requisite consent by way of written consent resolution and expects to commence such process immediately. Furthermore, DAK has agreed to assist Blackline in creating an advisory panel for the Corporation (the “Advisory Panel“), whose members are intended help facilitate new business opportunities on behalf of the Corporation, and in consideration for such services, Blackline may, in the future, grant DAK options to purchase up to 250,000 Common Shares.
As DAK is currently an “insider” of the Corporation by virtue of its current ownership of Common Shares, the additional acquisition of securities by DAK in connection with the Offering will be considered a “related party transaction” pursuant to Multilateral Instrument 61-101- Protectionof Minority Security Holders in Special Transactions (“MI 61-101“). Pursuant to MI 61-101, absent an available exemption, the Corporation would be required to obtain minority approval and a formal valuation for the issuance of Units. Such an exemption is expected to be available for the issuance of Units to DAK 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 Corporation’s market capitalization.
Completion of the Offering will be subject to final approval of the TSX Venture Exchange.
A copy of this news release will be available at www.sedar.com
About Blackline: Blackline GPS is a wireless location leader that develops, manufactures, and markets products and services for worker safety monitoring, covert tracking, and consumer applications. Blackline solutions deliver safety, security, and location awareness through innovative wireless hardware and custom user interfaces, including web, mobile, messaging, and web services. Our mission is to become the leading supplier of wireless connected worker safety monitoring and covert tracking products in the world. Blackline products allow our customers to protect their personnel and valued assets, share the conditions of their environment, and connect with emergency services when necessary. Blackline solutions Protect. Share. Connect.®
Forward Looking 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 size of the private placement, the payment of finder’s fees, the Corporation’s intention to solicit the consent of disinterested shareholders for the issuance of securities to DAK, the Corporation’s intention to establish the Advisory Panel, the Corporation’s intentions to grant DAK stock options and the availability of exemptions for MI 61-101 and the anticipated use of the net proceeds from the Offering. 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 intended use of the net proceeds of the Offering 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, changes to the Corporation’s market capitalization that may change the availability of exemptions for MI 61-101 and the fact that the Corporation may not be able to secure the requisite consents for the issuance of securities to DAK in a timely manner, or at all. 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. 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.
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.