/NOT FOR DISTRIBUTION TO
Concurrently with the Offering, the Company intends to complete a non-brokered private placement (the "Concurrent Private Placement") of approximately
The Company intends to use the net proceeds from the Offering and Concurrent Private Placement to further its target to achieve positive quarterly adjusted EBITDA by the end of fiscal 2024 by adding capacity to its equipment leasing program based on strong demand for Blackline's hardware and services, as well as to support the application of artificial intelligence to its 225 billion points of customer worksite data, and 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
In respect of the Concurrent Private Placement, DAK is currently a "related party" 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 DAK 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 DAK 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.
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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 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
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