Blackline Announces Increase to Private Placement
August 12 2022 - 9:17AM
Business Wire
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Blackline Safety Corp. ("Blackline" or the
"Company") (TSX: BLN) a global leader in connected safety,
is pleased to announce that the size of its previously announced
non-brokered private placement financing (the "Concurrent
Private Placement") has been increased from $12 million of
common shares of the Company (the "Common Shares") at an
issue price of $2.20 per Common Share to $13 million of Common
Shares at an issue price of $2.20 per Common Share.
The Concurrent Private Placement is expected to be completed
concurrently with the Corporation's previously announced bought
deal financing (the “Offering”) with a syndicate of
underwriters (the “Underwriters”) led by PI Financial Corp.
for 3,640,000 Common Shares at a price of $2.20 per Common Share
for gross proceeds to the Company of approximately $8 million. In
connection with 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. The terms of the Offering remain unchanged.
The closing of the Offering and Concurrent Private Placement is
now scheduled to occur on or about August 31, 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.
Each of DAK Capital Inc. ("DAK"), Cody Slater, the Chief
Executive Officer and Chairman of the Company and Brad Gilewich, a
director of the Company intend to purchase Common Shares personally
or through entities they own and control, pursuant to the
Concurrent Private Placement (the "Placement Common
Shares"). 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.
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 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 closing date for the Offering and the
Concurrent Private Placement 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220812005107/en/
INVESTOR/ANALYST Cody Slater, CEO
cslater@blacklinesafety.com Telephone: +1 403 451 0327
MEDIA Shane Grennan, CFO sgrennan@blacklinesafety.com
Telephone: +1 403 451-0327
Blackline Safety (TSX:BLN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Blackline Safety (TSX:BLN)
Historical Stock Chart
From Apr 2023 to Apr 2024