NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
CALGARY, Canada, Aug. 10, 2022 (GLOBE NEWSWIRE) — Blackline Safety Corp. (“Blackline” or the “Company“) (TSX: BLN), a global leader in connected safety, is pleased to announce that it has entered into an agreement with a syndicate of underwriters (the “Underwriters”) led by PI Financial Corp. to purchase on a bought deal basis, 3,640,000 common shares of Blackline (“Common Shares”) at a price of $2.20 per Common Share (the “Offering Price”) for gross proceeds to the Company of approximately $8.0 million (the “Offering”). The Company has granted the Underwriters an over-allotment option exercisable at any time up to 30 days following the closing of the Offering, to purchase up to an additional 15% Common Shares at a price per Common Share equal to the Offering Price. In the event that the over-allotment option is exercised in full, the gross proceeds of the Offering will be approximately $9.2 million.
Concurrently with the Offering, the Company intends to complete a non-brokered private placement (the “Concurrent Private Placement“) of $12 million of Common Shares (the “Placement Common Shares“) at Offering Price to DAK Capital Inc. (“DAK“), and entities owned and controlled by Cody Slater, the Chief Executive Officer and Chairman of the Company and Brad Gilewich, a director of the Company. The Concurrent Private Placement is expected to close concurrently with the closing of the Offering. The Placement Common Shares will be subject to a statutory hold period. Completion of the Concurrent Private Placement is subject to a number of conditions, including the approval of the Toronto Stock Exchange. Completion of the Offering is conditional upon the concurrent closing of the Concurrent Private Placement for gross proceeds of not less than $10 million.
The Company intends to use the net proceeds from the Offering and Concurrent Private Placement for general corporate and working capital purposes.
The Common Shares issuable pursuant to the Offering will be offered by way of a short form prospectus to be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada, other than Quebec, pursuant to National Instrument 44-101 Short Form Prospectus Distributions, and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended. The closing of the Offering and Concurrent Private Placement is scheduled to occur on or about August 25, 2022, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities, and the satisfaction of other customary closing conditions.
In respect of the Concurrent Private Placement, each of DAK, Mr. Slater and Mr. Gilewich are currently “related parties” of the Company in accordance with Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“MI 61-101“). As such, the acquisition of Placement Common Shares by such persons in connection with the Concurrent Private Placement will be considered a “related party transaction” pursuant to MI 61-101. Pursuant to MI 61-101, absent an available exemption, the Company may be required to obtain minority approval and a formal valuation for the issuance of Placement Common Shares to such persons in connection with the Concurrent Private Placement. Such an exemption is expected to be available for the issuance of Placement Common Shares pursuant to Sections 5.5(a) and 5.7(a) of MI 61-101, respectively, because neither the fair market value of the subject matter of, nor the fair market value consideration for the transaction insofar as it involves such related parties, exceeds 25% of the Company’s market capitalization.
About Blackline Safety: Blackline Safety is a technology leader driving innovation in the industrial workforce through IoT. With connected safety devices and predictive analytics, Blackline enables companies to drive towards zero safety incidents and improved operational performance. Blackline provides wearable devices, personal and area gas monitoring, cloud-connected software and data analytics to meet demanding safety challenges and enhance overall productivity for organizations with coverage in more than 100 countries. Armed with cellular and satellite connectivity, Blackline provides a lifeline to tens of thousands of people, having reported over 185 billion data-points and initiated over five million emergency responses. For more information, visit BlacklineSafety.com and connect with us on Facebook, Twitter, LinkedIn and Instagram.
Cody Slater, CEO
Telephone: +1 403 451 0327
Shane Grennan, CFO
Telephone: +1 403 451-0327
Note Regarding Forward-Looking Statements
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 of the Offering and Concurrent Private Placement, the closing date of the Offering and Concurrent Private Placement and expected exemptions for the Concurrent Private Placement under MI 61-101. 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 and Concurrent Private Placement 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 closing date for the Offering may be changed and the noted exemptions under MI 61-101 stated herein may not be available to the Company. 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.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction. The common shares 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.