Blackline Safety announces closing of non-brokered private placement
June 23, 2016
Calgary, Alberta — Blackline Safety Corp. (TSX.V: BLN) ("Blackline" or the "Corporation") is pleased to announce that it has closed its previously announced non-brokered private placement, issuing a total of 3,750,000 units (the "Units") for aggregate gross proceeds of $6,562,500 (the "Offering"). Blackline initially announced the Offering for up to $6,000,000 and, as a result of higher demand, announced an increase to $6,500,000. The resulting close was oversubscribed by an additional 35,714 Units, resulting in a financing increase of approximately $62,500.
Each Unit is comprised of one common share in the capital of the Corporation (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to acquire one Common Share at any time on or prior to February 12, 2018 at an exercise price of $2.00 per Common Share.
Blackline intends to use the net proceeds of the Offering to support commercialization of its new suite of products and for general working capital purposes.
In connection with the Offering, Blackline paid an aggregate of $286,466.25 and issued an aggregate of 233,850 compensation warrants ("Compensation Warrants") to an arm's length finder, Lightyear Capital Inc., for services rendered in connection with the Offering. Each Compensation Warrant entitles the holder thereof to acquire one Unit at any time prior to February 12, 2018 at an exercise price of $1.75 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.
As insiders of the Corporation purchased an aggregate of 1,211,500 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.
Blackline's broad portfolio of safety monitoring solutions empowers organizations in all industries and geographic locations with real-time incident awareness and management capability. To learn more about Blackline's safety monitoring solutions, visit www.BlacklineSafety.com and follow Blackline on Twitter @blacklinesafety.
About Blackline: Blackline Safety Corp. (TSX.V: BLN) is a wireless location leader that develops, manufactures, and markets products and services for lone worker safety monitoring. Targeting every industry, employee role and location, our Loner® solutions are promoted through offices in Calgary and the United Kingdom and sold through a growing network of international distributors. Loner products alert monitoring personnel of a safety incident, locate the employee and empower the most efficient emergency response—Alert. Locate. Respond.™ Our vision is to become the leading supplier of wirelessly connected lone worker safety monitoring products in the world. Visit www.BlacklineSafety.com.
Certain information regarding Blackline set forth in this news release, including (among other things): the anticipated use of the net proceeds of the Offering may constitute forward-looking statements under applicable securities laws and necessarily involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond Blackline's control, including without limitation, the use of proceeds of the Offering may change, the Corporation's ability to access sufficient capital from internal and external sources, the impact of general economic conditions in Canada, the United States and overseas, industry conditions, changes in laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, and fluctuations in foreign exchange or interest rates. With respect to forward-looking statements contained in this news release, Blackline has made a number of assumptions. The key assumptions underlying the aforementioned forward-looking statements include assumptions regarding (among other things): the general stability of the economic and political environment in which the Corporation operates; and that the net proceeds of the Offering will remain consistent with those stated herein. Certain or all of the forgoing assumptions may prove to be untrue. Blackline's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Corporation will derive therefrom. The forward-looking statements contained in this document are made as at the date of this news release and Blackline does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
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.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction. The securities 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.
|Blackline Safety Corp.
Cody Slater, CEO & Chairman