Blackline Safety announces non-brokered private placement
June 13, 2016
Calgary, Alberta — Blackline Safety Corp. (TSX.V: BLN) ("Blackline" or the "Corporation") is pleased to announce that it intends to proceed with a non-brokered private placement of up to 3,428,572 units of the Corporation (the "Units") at a price of $1.75 per Unit for aggregate gross proceeds of up to $6.0 million (the "Offering"). Each Unit will be 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 will entitle 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.
The Offering is expected to be completed on or about June 22, 2016, and is subject to all necessary regulatory and stock exchange approvals. The securities issued pursuant to the Offering will be subject to a hold period expiring four months and one day from the date of issuance. In connection with the Offering, the Corporation may pay a finder’s fee in cash and/or compensation warrants, subject to applicable regulatory and stock exchange approvals.
The Corporation expects that certain insiders of the Corporation, including DAK Investments Corp. ("DAK") will subscribe for Units in connection with the Offering. 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- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Pursuant to MI 61-101, absent an available exemption, the Corporation may 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.
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 expected closing date for the Offering and 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, delays resulting from or inability to obtain required third party and regulatory approvals for the Offering, the risk that the terms of the Offering, as described herein, may be subject to 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; the timely receipt of any required third party and regulatory approvals in respect of the Offering; that the Corporation will be able to complete the Offering in the manner and the timeframes contemplated herein 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 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
Telephone: +1 403 451 0327 x309
Fax: +1 403 451 9981
Unit 101, 1215 13 Street SE Calgary, AB Canada T2G 3J4