Blackline GPS Announces Closing of Financing
February 12, 2014
CALGARY, ALBERTA–(Marketwired – Feb. 12, 2014) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Blackline GPS Corp. (TSX VENTURE:BLN) (“Blackline” or the “Corporation”) is pleased to announce that it has completed its previously announced non-brokered private placement offering, issuing an aggregate of 3,043,648 units (the “Units”) at a price of $1.15 per Unit for aggregate gross proceeds of $3,500,195 (the “Offering”). Blackline experienced greater demand than anticipated for the Offering and as a result it was oversubscribed by 443,648 Units resulting in a financing increase of nearly $510,200 compared to the amounts previously announced.
Blackline will use the proceeds of the Offering to support several activities including further expansion of sales activities into the United States and Europe, increasing working capital to support commercialization and manufacturing of the company’s upcoming Loner 900 System, and to further accelerate the Corporation’s product development program.
As insiders of the Corporation purchased an aggregate of 1,414,348 Units in connection with the Offering, such purchases were considered “related party transactions” 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 such insiders. Such an exemption was available for the issuance of Units to the insiders 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, as it related to insiders, exceeded 25% of the Corporation’s market capitalization.
Each Unit 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 48 months following the closing of the Offering at an exercise price of $1.40 per Common Share.
In connection with the Offering, Blackline paid an aggregate of $210,011.70 and issued an aggregate of 304,364 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 24 months following the closing of the Offering at an exercise price of $1.15 per Unit. The Warrants issuable on exercise of the Compensation Warrants will have the same terms and conditions as the Warrants described above.
Blackline is pleased to announce in connection with the Offering’s close that DAK Investments Corp., the lead investor in the Offering, has been provided the right to nominate a mutually agreeable individual to serve on the board of directors of the Corporation, subject to customary conditions and approvals.
All securities issued in connection with the Offering are subject to a four month plus one day hold period.
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. Blackline’s vision is to become the leading supplier of wirelessly connected worker safety monitoring and covert tracking products in the world. Blackline products allow 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. ®
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 forward-looking statements concerning the anticipated use of the proceeds of the Offering and the Corporation’s intentions with respect to publically announcing an additional director of the Corporation and other matters in respect of DAK’s right to board representation. 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 assurances 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, including that DAK and the Corporation are unable to agree to an individual to serve on the board and the receipt of all legal and regulatory approvals for such nominee will be provided. The intended use of the 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. 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.
The securities of Blackline described herein have not and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold in the United States or to any U.S. person except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.