Blackline Announces $8 Million Bought Deal Financing and $12 Million Concurrent Private Placement
August 10 2022 - 7:00AM
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.
INVESTOR/ANALYST CONTACTCody Slater,
CEOcslater@blacklinesafety.comTelephone: +1 403 451 0327
MEDIA CONTACTShane Grennan,
CFOsgrennan@blacklinesafety.comTelephone: +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.
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