Atlantis Systems Corp.

TSX VENTURE : AIQ.H


Atlantis Systems Corp.
Bluedrop Performance Learning Inc.

TSX VENTURE : BPL


Bluedrop Performance Learning Inc.

December 19, 2013 21:05 ET

Plan of Arrangement Involving Bluedrop Performance Learning Inc. and Atlantis Systems Corp. Receives Shareholder and Court Approval; Effective Date Announced

HALIFAX, NOVA SCOTIA--(Marketwired - Dec. 19, 2013) - Bluedrop Performance Learning Inc. ("Bluedrop") (TSX VENTURE:BPL) and Atlantis Systems Corp. ("Atlantis") (NEX:AIQ.H) jointly announced today that the 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") has received shareholder and court approval.

The special resolution to authorize the Arrangement was approved by 99.92% of the Atlantis Shares represented in person or by proxy at the special meeting of shareholders held on December 17, 2013 (the "Meeting"), with 70.70% of the 10,233,683 Atlantis Shares represented at the Meeting. The special resolution was also approved by 98.65% of the Atlantis Shares held by minority shareholders represented at the Meeting, which vote excluded the Atlantis Shares held by ComVest Capital LLC ("ComVest") and the Robert A. Garvy Revocable Trust (the "Garvy Trust").

The Supreme Court of Nova Scotia granted the final order to approve the Arrangement at a hearing earlier today.

The Arrangement remains subject to a number of conditions precedent related to, among other things, the restructuring of the term loan note between Atlantis and ComVest. It is anticipated that the effective date for the Arrangement will be December 31, 2013.

Based on an anticipated effective date of December 31, 2013, it is expected that 36,232,998 Common Shares will be issued and outstanding as of that date (which reflects the anticipated issuance of 25,999,315 Atlantis Shares to ComVest immediately prior to the consummation of the Arrangement pursuant to the terms of the convertible note of Atlantis held by ComVest) and the per-Common Share cash consideration would therefore be approximately $0.0276 per Common Share

Further information on the Arrangement is set out in the Atlantis management information circular dated November 19, 2013 and the joint news releases of Atlantis and Bluedrop dated November 11, 2013 and December 16, 2013, all of which are available on Atlantis' profile on SEDAR at www.sedar.com.

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 completion of the Arrangement is based include that Atlantis will be able to satisfy the conditions to the Arrangement, that all 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 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 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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