Atlantis Systems Corp.

TSX VENTURE : AIQ.H


Atlantis Systems Corp.
Bluedrop Performance Learning Inc.

TSX VENTURE : BPL


Bluedrop Performance Learning Inc.

December 16, 2013 21:27 ET

Bluedrop Performance Learning Inc. and Atlantis Systems Corp. Enter into Amending Agreement to Arrangement Agreement Dated November 10, 2013

ST. JOHN'S, NEWFOUNDLAND and HALIFAX, NOVA SCOTIA--(Marketwired - Dec. 16, 2013) - Bluedrop Performance Learning Inc. ("Bluedrop") (TSX VENTURE:BPL) and Atlantis Systems Corp. ("Atlantis") (NEX:AIQ.H) jointly announced today that they have entered into an amending agreement (the "Amending Agreement") to amend certain conditions precedent to the closing of the previously announced plan of arrangement under the Canada Business Corporations Act (the "Arrangement") pursuant to which Bluedrop will indirectly acquire all of the issued and outstanding common shares of Atlantis ("Atlantis Shares") for total aggregate cash consideration of $1,000,000.

Due to an agreement reached by Atlantis and one of its customers to terminate the balance of a contract entered into in 2007 for the supply of courseware, Atlantis, Bluedrop and ComVest Capital LLC ("ComVest') have agreed that the existing term note between Atlantis and ComVest (in the amount of USD$6,675,365 as of October 31, 2013), which was to have been reduced to CDN$3,000,000 as a condition precedent to the consummation of the Arrangement, should be further reduced to CDN$2,500,000 in consideration of the valuation shortfall of Atlantis arising from the termination of such contract. The 90 day term note for CDN$500,000 that was to be issued by Atlantis to ComVest as one of the conditions precedent to closing (as described in the management information circular issued by Atlantis dated November 19, 2013) will now not be issued and the terms of the loan documentation to be entered into among Atlantis, ComVest and Bluedrop will be revised accordingly.

Atlantis and Bluedrop have had positive discussions with the customer who remains committed to a go-forward relationship with Atlantis and Bluedrop.

Except for the amendments to the conditions precedent described above, the Amending Agreement does not affect the terms of the Arrangement or the cash consideration to be paid by Bluedrop to acquire the Atlantis Shares.

The special meeting of Atlantis shareholders to approve the Arrangement is scheduled to be held in Halifax, Nova Scotia on December 17, 2013 at 10:00 a.m. (Atlantic). The final order of the Nova Scotia Supreme Court approving the Arrangement is anticipated to be granted on December 19, 2013. The Arrangement is expected to be effective as of December 31, 2013.

A copy of the Amending Agreement will be available on SEDAR at www.sedar.com.

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 completion of the Arrangement is based include that Atlantis will be able to satisfy the conditions to the Arrangement, that the required approvals will be obtained from the shareholders of Atlantis, that all court, third party and other approvals to the Arrangement will be obtained and all other conditions to completion of the Arrangement will be satisfied or waived. 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 Atlantis' audited financial statements for the year ended December 31, 2012 and the management discussion and analysis thereon dated April 25, 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in 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.

About Atlantis

Atlantis Systems Corp. (NEX:AIQ.H) uses its core capabilities in simulation-aided design and engineering and eLearning, combined with various technology tools, to help customers in military and commercial markets to ensure the feasibility, capability, and effective utilization of their complex assets. In more than 30 years of operation, Atlantis has developed a solid reputation for its creative workforce and innovative solutions in supporting global OEM customers and defence organizations. To learn more, please visit the company's web site at www.atlantissc.com.

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