Friday, 17 August 2018 05:40 PM
Bluedrop Performance Learning Inc. (TSX-V:BPL) ("Bluedrop") is pleased to announce that it has agreed to issue an unsecured convertible debenture in the principal amount of CDN$625,000 (the "Debenture") to Difference Capital Financial Inc. (“Difference”) on a non-brokered private placement basis (the (“Offering”) and has agreed to borrow the principal amount of CDN$600,000 from Rizbollo Holdings Limited on an unsecured basis (the "Loan").
The Debenture is convertible at a conversion rate of CDN$0.15 per common share of Bluedrop (up to 4,166,667 common shares), has a maturity date of December 30, 2016 and bears interest at the rate of 14% per annum. The net proceeds of the private placement will be used for general corporate and working capital needs of Bluedrop. Bluedrop issued an unsecured convertible debenture to Difference in the principal amount of $3,000,000 (the “2013 Debenture”) in December 2013. The 2013 Debenture is convertible at a conversion rate of C$0.15 per common share of Bluedrop (up to 20,000,000 common shares), has a 3 year term and bears interest at the rate of 14% per annum.
The Loan, which is subordinated to existing senior credit and other term loan facilities, is for an 18 month term and will bear interest, payable monthly, at the rate of 16% per annum. Rizbollo, a holding company controlled by Emad Rizkalla, President and Chief Executive Officer and a director of Bluedrop, presently holds approximately 65% of the issued and outstanding common shares of Bluedrop. The Loan, while a related party transaction under the applicable policies of the TSX Venture Exchange ("TSX-V"), is exempt from valuation and minority approval requirements. The Loan will be used for general corporate and working capital needs of Bluedrop.
The Offering and the Loan are expected to close on or before the end of February 2015. The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals including the approval and acceptance by the TSX-V. All securities issued pursuant to the Offering will be subject to a four month hold period.
“We are basically replacing the $1.6 million term loan due in June, that we bought-out early for $1,125 million, with new debt of $1.25 million that is more in-line with our working capital requirements,” said Derrick Rowe, Executive Chairman of Bluedrop. “When we announced the early and discounted repayment of the debt, we indicated that we would look to replace it and having our largest shareholder and largest financial investor come to the table quickly is tremendous.”
About Bluedrop
Bluedrop Performance Learning (TSX-V: BPL) is an innovator in workplace training for individuals, corporations, military personnel and the public sector. Launched in 2004, Bluedrop is transforming the workplace globally by designing, developing and delivering practical, actionable and affordable training content that improves individual and overall performance of organizations. For more information, visit www.bluedrop.com.
This news release may contain "forward-looking information" as defined in applicable Canadian securities legislation. All statements, other than statements of historical fact included in this release, including, without limitation, statements regarding the impact of the operational restructuring and future plans and objectives of Bluedrop, constitute forward-looking information that involve various risks and uncertainties. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect, including, but not limited to, assumptions in connection with the operational efficiencies associated with the integration of technological and financial systems and general economic and market conditions. There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in such forward-looking information.
Important factors that could cause actual results to differ materially from Bluedrop’s expectations include general global economic conditions. For additional information with respect to risk factors applicable to Bluedrop, reference should be made to Bluedrop's continuous disclosure materials filed from time to time with securities regulators, including, but not limited to, Bluedrop's Management’s Discussion and Analysis of Results of Operations and Financial Condition For the Year Ended September 30, 2014. The forward-looking information contained in this release is made as of the date of this release and Bluedrop does not undertake to update publicly or revise the forward-looking information contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
Neither the 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.
Media contact:
Bernie Beckett
Chief Financial Officer
Bluedrop Performance Learning
709-739-4938