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BPLI Holdings Inc. Announces Normal Course Issuer Bid and Voluntary Move to Tier 2 Issuer Status
[June 26, 2020]

BPLI Holdings Inc. Announces Normal Course Issuer Bid and Voluntary Move to Tier 2 Issuer Status


BPLI Holdings Inc. (TSX-V:BPLI) ("BPLI" or the "Corporation") is pleased to announce that the TSX Venture Exchange ("TSXV") has accepted the Corporation's notice of intention to make a normal course issuer bid ("NCIB").

Under the terms of the NCIB, BPLI may acquire up to an aggregate of 5,382,890 common shares. In the opinion of the board of directors of BPLI, its common shares have been trading at prices that do not reflect the underlying value of the Corporation including its growth opportunities. Accordingly, BPLI believes that purchasing and returning its common shares to treasury at present pricing represents an opportunity to enhance value for its ongoing shareholders.

As of June 24, 2020, the Corporation had 107,657,793 common shares outstanding, of which 20,686,846 common shares represent the public float of BPLI. BPLI acquired 1,175,000 common shares under the NCIB which commenced March 26, 2018 and expired on March 30, 2019. Under TSXV policies, BPLI is entitled to purchase up to 2% of the total issued and outstanding common shares in any 30 day period up to the maximum of 5,382,890 common shares over the 12 month period that the NCIB is in place.

The purchases will commence on July 3, 2020 and will end on July 2, 2021, or on such earlier date as BPLI may complete its purchases pursuant to the notice of intention to make an NCIB filed with the TSXV. The actual number of common shares which will be purchased and the timing of any such purchases will be determined by the Corporation. Purchases are anticipated to be made in tranches with the maximum number of common shares and aggregate purchase amount to be determined by the board of directors of the Corporation. Each tranche of share purchases under the NCIB shall not exceed either (a) 1,000,000 common shares; or (b) the aggregate amount of $150,000. All common shares purchased by the Corporation will be on the open market through the facilities of TSXV by Haywood Securities Inc. ("Haywood") acting on behalf of BPLI in accordance with the policies of the TSXV and will be surrendered by the Corporation to its transfer agent for cancellation. The prices that BPLI will pay for anyof the common shares purchased will be the market price of the shares at the time of acquisition.



The Corporation also announces that it has entered into an automatic share purchase plan with Haywood in order to facilitate repurchases of its common shares under the NCIB. Under BPLI's automatic share purchase plan (the "Plan"), Haywood may repurchase common shares under the NCIB at times when BPLI would ordinarily not be permitted to, due to self-imposed blackout periods.

Purchases under the Plan will be made by Haywood based upon the parameters prescribed by the TSXV, applicable Canadian securities laws and the terms of the parties' written agreement. The Plan has been reviewed by the TSXV and will be in effect for the term of the NCIB.


Concurrently with BPLI's application in respect of the NCIB, BPLI made application to be classified as a Tier 2 issuer, which application has been accepted by the TSXV. The Corporation determined that it would be appropriate to seek a movement to Tier 2 to reflect the current level of the public float and in recognition that the NCIB may further reduce the public float.

About BPLI

BPLI Holdings Inc. (TSX-V: BPLI) is an innovator in workplace training for individuals, corporations, military personnel and the public sector. BPLI 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 the Corporation, 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 BPLI's expectations include general global economic conditions, including but limited to, the ongoing COVID-19 pandemic. For additional information with respect to risk factors applicable to BPLI, reference should be made to BPLI's continuous disclosure materials filed from time to time with securities regulators, including, but not limited to, BPLI's Management's Discussion and Analysis of Results of Operations and Financial Condition for the Year Ended September 30, 2019. The forward-looking information contained in this release is made as of the date of this release and BPLI 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.


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