Picasso Inc.
TSX VENTURE : PSO.P

February 25, 2009 13:33 ET

Picasso Inc. Announces Completion of Acquisition of Blackline GPS Inc.

CALGARY, ALBERTA--(Marketwire - Feb. 25, 2009) - Picasso Inc. (the "Corporation" or "Picasso") (TSX VENTURE:PSO.P), a capital pool company, is pleased to announce that it has completed its previously announced acquisition of all of the issued and outstanding securities of Blackline GPS Inc. ("Blackline") and Blackline GPS Employee Retention Corp. ("EmployeeCo"). The acquisition of Blackline and EmployeeCo (the "Transaction") constitutes the "Qualifying Transaction" of Picasso, as such term is defined by Policy 2.4 of the TSX Venture Exchange Inc. (the "Exchange").

The Transaction was structured in the form of a reverse takeover, pursuant to which Picasso acquired: (i) all of the issued and outstanding securities of Blackline (the "Blackline Securities") from all of the securityholders of Blackline (the "Blackline Securityholders"), except for such Blackline Securities owned by EmployeeCo; and (ii) all of the issued and outstanding securities of EmployeeCo (the "EmployeeCo Securities") from all of the securityholders of EmployeeCo (the "EmployeeCo Securityholders"). Concurrent with the completion of the Transaction, Picasso changed its financial year end from December 31 to October 31.

Upon completion of the Transaction, Picasso issued 46,010,987 common shares (the "Picasso Shares") with a deemed value of $0.20 per share to the Blackline Securityholders and the EmployeeCo Securityholders. In addition, Picasso issued 10,600,000 Picasso common share purchase warrants (the "Picasso Warrants") to certain of the Blackline Securityholders, with each such Picasso Warrant entitling the holder thereof to acquire one Picasso Share at a price of $0.30 per share for a period of 24 months from the date of issuance. Of the 46,010,987 Picasso Shares issued pursuant to the Transaction, an aggregate of 25,087,000 Picasso Shares are subject to escrow in accordance with an Exchange Form 5D Surplus Security Escrow Agreement. Following completion of the Transaction, Picasso has 57,270,987 Picasso Shares issued and outstanding (on a non-diluted basis). For the purposes of this press release, the combined entity of Picasso, Blackline and EmployeeCo is herein referred to as the "Resulting Issuer".

Concurrent with the completion of the Transaction, Picasso changed the name of the Corporation to "Blackline GPS Corp." The name change was approved by the shareholders of the Corporation at the Annual General and Special meeting held on February 25, 2009. As such, the Corporation's listing on the Exchange will be under the name "Blackline GPS Corp." with "BLN" as the new trading symbol.

Picasso granted a total of 3,220,000 incentive stock options ("Stock Options") following closing of the Transaction to the directors and officers of Picasso. These Stock Options have an exercise price of $0.20 and expire on February 25, 2014. The options vested immediately upon closing of the Transaction.

Concurrent with the completion of the Transaction, the Board of Directors of Picasso and its executive team were re-constituted. The Board of Directors of Picasso is now comprised of Clark L. Swanson, Gary Swanson, Cody Slater, Michael Hayduk, Richard King Jr. and Kirk Wankel. The executive of Picasso is now comprised of Clark L. Swanson (President and Chief Executive Officer), Kirk Wankel (Chief Financial Officer), Patrick Rousseau (Chief Visionary Officer), Brendon Cook (Chief Technology Officer), Barry Moore (Vice President, Product Development), and Neil Campbell (Vice President, Sales). The Board of Directors of Blackline and the Board of Directors of EmployeeCo are now the same as the Board of Directors of Picasso.

The municipalities of residence and biographies of the Resulting Issuer's directors and key officers are as follows:

Clark L. Swanson - President, Chief Executive Officer and Director (Calgary, Alberta)

Mr. Swanson previously held an executive position for SourceCode Technology Holdings, Inc., a global software firm headquartered in Redmond, Washington. In addition to his role with SourceCode Technology Holdings, Inc., Mr. Swanson maintained an active role in the investment community, identifying newly emerging high growth businesses and capitalization of select firms. Mr. Swanson has also served as Executive Vice President of Universal Studios based, White Eagle Productions, and Director of Immedient Corporation headquartered in Mountain View, California.

Mr. Swanson holds a degree in Economics from Pepperdine University and also graduated from the Graziadio School of Business & Management with an MBA, emphasis in Finance.

Gary Swanson - Director (Calgary, Alberta)

Dr. Swanson, M.D., D.A.B.R., F.R.C.P., is Director and Chief Financial Officer for Picasso and has held such position since October, 2006. He is also Chief of Medical Staff at Cold Lake Medical Center since being Chairman of Radiology Consultants Associated ("RCA"). He has earned Fellowships at The Royal College of Physicians & Surgeons and Diplomat American Board of Radiology.

Dr. Swanson was founder, chairman and a director of Goldcap, Inc. a publicly traded mining company (acquired by Argosy Minerals Inc.); director of Bison Petroleum Ltd. a publicly traded oil and gas company listed on the Toronto Stock Exchange; director and chairman of the Audit Committee for Imaging Dynamics Company Ltd., a Toronto Stock Exchange listed company focused on manufacturing and marketing digital radiography systems.

Cody Slater - Chairman and Director (Calgary, Alberta)

Mr. Slater has served as Director for Picasso, Inc. since October, 2006. Mr. Slater, 45, is also the founder of BW Technologies Ltd. a company previously listed on the Toronto Stock Exchange. Mr. Slater remained the President and CEO of BW Technologies Ltd. ("BW") through 2006 when the company was acquired by Honeywell.

Michael Hayduk - Director (Calgary, Alberta)

Mr. Hayduk has been a consulting lawyer with Smith Mack Lamarsh since January 2007. Mr. Hayduk has been a practising lawyer since 1978. His practise has focused on commercial, corporate and securities law since 1981 when he joined the Alberta Securities Commission and from 1987 to 2006 when he practised at Miller Thomson LLP. Mr. Hayduk is also a director of Valentine Ventures Corp., a capital pool corporation listed on the Exchange.

Richard King, Jr. - Director (Los Angeles, California)

Mr. King is a Senior Vice President of Investments with Wachovia Securities in Los Angeles, California, being responsible for portfolios with an emphasis in the area of tax-free municipal bonds, option strategies and estate planning. He has been in the financial services industry for over 7 years. Since 2002 he has been with Wachovia Securities, and prior to that held positions with UBS PaineWebber and Morgan Stanley Dean Witter. Mr. King holds a Bachelor degree from Michigan State University, with an emphasis in general business.

Kirk Wankel - Chief Financial Officer and Director (Calgary, Alberta)

Mr. Wankel currently holds an executive position as Chief Financial Officer of Blackline. He has also served as Chief Financial Officer for Fair Sky Resources, Inc. and Vice President of Finance for BW Technologies, Ltd., both of which were formerly listed on the Toronto Stock Exchange prior to their acquisition.

Mr. Wankel holds a Bachelor of Commerce from the University of Calgary and is a member of the Institute of Chartered Accountants of Alberta.

Patrick Rousseau - Chief Visionary Officer (Calgary, Alberta)

Mr. Rousseau graduated in 1995 from Ste-Foy College, majoring in Industrial Design and Administration. Mr. Rousseau joined CSI Wireless Inc. in 2000 and was responsible for managing the company's creative direction for product design. He managed the company's Industrial Design and Mechanical Engineering team and oversaw the commercialization of over 15 products.

In 2004, Mr. Rousseau partnered with Brendan Cook founding Blackline where he has worked as President since its inception.

Brendan Cook - Chief Technology Officer (Calgary, Alberta)

Mr. Cook was awarded a B.Sc. in Geomatics Engineering from the University of Calgary in 1996. Prior to founding Blackline in 2004, Mr. Cook worked for Calgary-based CSI Wireless Inc. (now Hemisphere GPS Inc.) as its Product and Marketing Manager and developed business relationships with various international organizations.

At CSI Wireless Inc., Mr. Cook managed the company's precision product portfolio and was responsible for the market analysis, generating market direction, defining new products, and assisted with managing the company's product development program.

Barry Moore - Vice President of Research and Development (Calgary, Alberta)

Mr. Moore currently holds an executive position as Vice President of Product Development of Blackline. He has also served as Vice President of Product Development for BW, formerly listed on the Toronto Stock Exchange prior to its acquisition.

Mr. Moore holds a diploma in Industrial Design from Fanshawe College in London Ontario.

Neil Campbell - Vice President of Sales (Calgary, Alberta)

Mr. Campbell currently holds the position of Vice President of Sales of Blackline. He has also conducted international sales for BW.

Sponsorship

Pursuant to a letter agreement dated October 20, 2008, Canaccord Capital Corporation ("Canaccord") acted as sponsor in connection with the Transaction. Canaccord was not a related or connected party to Picasso or Blackline under applicable securities legislation. Canaccord was paid a fee of $25,000 plus G.S.T., in addition to being reimbursed for reasonable out of pocket expenses and legal fees, by Picasso.

Final completion of the Transaction is subject to a number of conditions, including but not limited to, final Exchange acceptance.

Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The offered securities mentioned in this press release will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

This new release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Neither 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.

Contact Information

  • Picasso Inc.
    Clark L. Swanson
    President, Chief Executive Officer and Director
    (403) 870-3059