Atlantis Systems Corp.

TSX VENTURE : AIQ.H


Atlantis Systems Corp.
Bluedrop Performance Learning Inc.

TSX VENTURE : BPL


Bluedrop Performance Learning Inc.

December 31, 2013 12:19 ET

Bluedrop Completes Acquisition of Atlantis Systems Corp.

HALIFAX, NOVA SCOTIA--(Marketwired - Dec. 31, 2013) - Bluedrop Performance Learning Inc. ("Bluedrop") (TSX VENTURE:BPL) and Atlantis Systems Corp. ("Atlantis") (NEX:AIQ.H) jointly announced today that they have completed the previously announced plan of arrangement (the "Arrangement") pursuant to which Bluedrop, through its wholly-owned subsidiary 8682259 Canada Inc., acquired all of the common shares of Atlantis ("Atlantis Shares") for aggregate cash consideration of C$1,000,000 or approximately C$0.0276 for each Atlantis Share.

Emad Rizkalla, founder and CEO of Bluedrop, said, "This is a transformative transaction for Bluedrop's defence business and its shareholders and firmly establishes Bluedrop as one of Canada's leading defence training and simulation companies. Atlantis brings a very complementary customer base, an excellent resume of experience and a very capable delivery team. We intend to quickly integrate the Atlantis operations into the existing Bluedrop defence activities and expect to reduce operating expenses in the range of C$3,000,000 per year after we have absorbed the onetime cost of staff reductions and rationalization of overhead costs."

Atlantis was founded in the 1970's and has built and delivered a suite of maintenance trainers and flight training devices for various military aircraft including the CF-18 fighter and Black Hawk and Sea Hawk helicopters, and for civilian aircraft, including the Boeing 747 and 767, as well as the Airbus A320. In 2007, Atlantis acquired the Eduplus Division of Tecsult Inc. and entered the training delivery business that has evolved to become its largest revenue generator in recent years. Atlantis reported revenues of approximately C$8,206,000 for the trailing 12 months from September 30, 2012. Atlantis customers include Allied Wings, Lockheed Martin, Sikorsky, CAE, Calian, Department of National Defence (Canada), Fleetway (Irving), and various other aerospace clients.

Mike O'Rourke, the COO of the Bluedrop Defence and Aerospace group, will be joined by Bill Bartlett, the former CFO of Atlantis, who will join the Bluedrop Corporate group as VP of Finance with responsibility for the Defence and Aerospace group and US operations. Mike O'Rourke, said, "The integration plans are well underway and customers are well informed and excited about the transaction. We expect to achieve our cost savings targets quickly and integrate the Atlantis and Bluedrop teams into one operation at our Halifax office. The expanded customer base and capabilities acquired from Atlantis will make the Bluedrop team more capable and responsive to our customer requirements."

Bluedrop financed the acquisition through the issuance of unsecured convertible debentures to Difference Capital Financial Inc. ("Difference") on December 30, 2013. The debentures are convertible at a conversion rate of C$0.15 per Bluedrop common share, have a term of three years and bear interest at the rate of 14% per annum.

Difference's Executive Vice-Chairman, Paul Sparkes, stated, "We are very enthusiastic about being a part of the Bluedrop and Atlantis strategic plan. We believe that this combination of two leading Canadian suppliers of military and aerospace computer-based training products will create an even stronger organization that is poised to take advantage of the robust outlook for the e-training industry."

Prior to the completion of the Arrangement, Atlantis and ComVest Capital, LLC ("ComVest"), Atlantis' controlling shareholder prior to the completion of the Arrangement, reorganized the terms of ComVest's existing debt with Atlantis by (i) converting a convertible note held by ComVest (which had an outstanding principal balance, together with accrued interest thereon, of USD$7,799,795 as of December 30, 2013) into 25,999,315 Atlantis Shares, and (ii) amending an existing term note held by ComVest (the "CV Term Note", which had an outstanding principal balance, together with accrued interest thereon, of USD$6,675,365 as of October 31, 2013 and bore interest at the rate of 12% per annum) to, among other things, reduce the total indebtedness thereunder to CDN$2,500,000. The indebtedness under the amended CV Term Note is evidenced by two secured notes issued by Atlantis to ComVest on the closing of the Arrangement, one of which is convertible into Bluedrop common shares in certain circumstances.

As a result of the Arrangement, the Atlantis Shares will be delisted from the TSX Venture Exchange effective as of the close of business today.

Forward Looking Information

Certain information contained in this news release, including any information relating to the Arrangement and Bluedrop's and Atlantis' future financial or operating performance may be deemed "forward-looking". These statements relate to future events or future performance and reflect Bluedrop's and Atlantis' expectations regarding the Arrangement, and the future growth, results of operations, business prospects and opportunities of the combined enterprise. These forward-looking statements also reflect the parties' current internal projections, expectations or beliefs and are based on information currently available to Atlantis and Bluedrop. In some cases forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "projects", "potential", "scheduled", "forecast", "budget" or the negative of those terms or other comparable terminology. Assumptions upon which such forward looking information regarding the Arrangement is based include that Atlantis and Bluedrop will be able to complete the post-closing aspects of the Arrangement and that the expected synergies and cost savings associated with the Arrangement will be realized. Although Atlantis and Bluedrop believe that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to have been correct. Atlantis and Bluedrop caution that actual performance will be affected by a number of factors, many of which are beyond their control, and that future events and results may vary substantially from what they currently foresee. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. Atlantis and Bluedrop expressly disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws. Discussion of the various factors that may affect future results are contained in Bluedrop's condensed interim financial statements for the nine months ended June 30, 2013 and the management's discussion and analysis thereon, which are available at www.SEDAR.com and in Atlantis' audited financial statements for the year ended December 31, 2012 and the management discussion and analysis thereon dated April 25, 2013, and Atlantis' condensed interim financial statements for the nine months ended September 30, 2013 and management's discussion and analysis thereon dated November 26, 2013 which are available at www.SEDAR.com. Atlantis' and Bluedrop's forward-looking statements are expressly qualified in their entirety by this cautionary statement.

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.

About Bluedrop

Bluedrop Performance Learning Inc. (TSX VENTURE:BPL) is an innovator in workplace training for individuals, corporations, defence and aerospace, and governmental clients. Launched in 2004, the company has six offices and over 120 employees. Bluedrop is transforming the workplace globally by designing, developing and delivering some of the most effective and scalable skills development programs. Bluedrop was recently recognized as one of the Top 3 eLearning companies in Canada by Backbone Magazine in their "Best of Everything in Canadian Tech" issue. For more information, visit www.bluedrop.com.

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