Blackline Closes $4.0 Million Private Placement
July 31, 2012
CALGARY, ALBERTA–(Marketwire – July 31, 2012) –
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Blackline GPS Corp (TSX VENTURE:BLN) (“Blackline” or the “Corporation“) is pleased to announce that it has completed a non-brokered private placement offering of 3,200,000 units of the Corporation (the “Units“) at a price of $1.25 per Unit for aggregate gross proceeds of $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.
A core element of Blackline’s business plan has been to develop a full suite of products for the Lone Worker Safety market thus enabling the Corporation to provide a single source Lone Worker Safety solution to a broad range of industries. The increased capital provided by the Offering will allow Blackline to achieve the development of the comprehensive product suite far quicker thus enabling Blackline to secure its leadership position in the Lone Worker Safety market.
The Corporation is also pleased to announce that DAK Investments Corp., (“DAK“) the lead investor in the private placement, will be assisting Blackline in creating an advisory panel (“the Panel“) for the Corporation whose participants will assist Blackline in developing new opportunities and accelerating its growth. The Panel is anticipated to consist of leading business people in a variety of industries.
Each Unit of the Offering is comprised of one common share of the Corporation (a “Common Share“) and one Common Share purchase warrant (a “Warrant“). Each Warrant entitles 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.
In connection with the Offering, Blackline has paid an aggregate of $110,000 of cash and issued an aggregate of 160,000 compensation warrants (“Compensation Warrants“) to arm’s length finders for services rendered in connection with the Offering. Each Compensation Warrant entitles the holder thereof to acquire one Unit at any time prior to the date that is twenty-four months following the closing of the Offering at an exercise price of $1.25 per Unit. The Warrants issuable on exercise of the Compensation Warrants will have the same terms and conditions as the Warrants described above.
All securities issued in connection with the Offering are subject to a four month plus one day hold period.
In connection with the Offering, DAK acquired an aggregate of 1,600,000 Units. In accordance with the rules and policies of the TSX Venture Exchange, as the acquisition of 1,600,000 Units by DAK would result in the creation of a new “control person” for the purposes of the rules and policies of the TSX Venture Exchange, the Corporation received the approval of a majority of “disinterested” shareholders of the Corporation (being all shareholders of the Corporation, other than DAK) by way of written shareholder consent. 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 is 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 Corporation would be required to obtain minority approval and a formal valuation for the issuance of Units to DAK. Such an exemption is 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 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 Corporation’s market capitalization.
Completion of the Offering is 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 anticipated use of the net proceeds from the Offering and the creation of an advisory panel for Blackline, including the anticipated backgrounds of the individuals thereof. 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 and the composition and purpose of the advisory panel may be amended, or not formed 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.