Mr. Cody Slater reports

BLACKLINE SAFETY ENTERS INTO DEFINITIVE AGREEMENT TO BE ACQUIRED BY FRANCISCO PARTNERS FOR UP TO $850 MILLION

Blackline Safety Corp. has entered into a definitive arrangement agreement with an affiliate of Francisco Partners Management LP (the purchaser), pursuant to which the purchaser will acquire all of the issued and outstanding common shares of the company (other than as described below in respect of the rollover shareholders) for up to $9.50 per share, comprising of $9 per share in cash on closing plus a contingent value right (CVR) of up to 50 cents per share.

The cash consideration and Total Consideration (assuming the maximum cash payment of the CVR) represent an aggregate fully diluted equity value of approximately $804 million and $850 million, respectively, based on 100 per cent of the company's Shares and excluding the impact of Rollover Shares.

The cash consideration and total consideration (assuming the maximum cash payment under the CVR) represent premiums of approximately 27 per cent and 34 per cent, respectively, to the closing price of the shares on the Toronto Stock Exchange on April 7, 2026, the last trading date prior to the announcement of the transaction, and of approximately 28 per cent and 35 per cent, respectively, to the 20-day volume-weighted average price (VWAP) per share on the TSX as of the end of trading on April 7, 2026.

"As Blackline transitions to a private company, this new partnership with Francisco Partners provides the financial strength, sector expertise and shared vision to continue our growth and strengthen our technology leadership," said Cody Slater, chief executive officer and chair of Blackline. "I also want to express how important it is to have Daryl Katz, through DAK Capital, continue his involvement in the company. Daryl is one of Canada's most successful business leaders and has been a key supporter of our company's vision throughout this journey. Together, we will advance our mission of protecting workers and saving lives at an even greater pace."

"Blackline has built a leading platform in connected worker safety, combining hardware, software and data to protect industrial workers in some of the most demanding environments in the world," said Mac Fountain, principal, and Christine Wang, partner at Francisco Partners. "We look forward to partnering with Cody and the leadership team to continue driving product innovation and expanding Blackline's reach as demand for connected worker safety technology grows across enterprises worldwide."

In connection with the transaction, DAK Capital Inc., the Lowy Family Group, Mr. slater, the chairman and chief executive officer of the company, and Brad Gilewich, president of DAK and a nominee director of the company, and certain of their affiliates (collectively, the rollover shareholders) have entered into equity rollover agreements with the purchaser, pursuant to which they have agreed to exchange all or a portion of their shares for shares of the purchaser or an affiliate thereof. The approximately 26.7 million rollover shares subject to the equity rollover agreements represent approximately 31 per cent of the issued and outstanding shares.

Blackline's board of directors, with interested directors abstaining, has unanimously recommended that Blackline shareholders vote in favour of the transaction. The recommendation follows the unanimous recommendation of a special committee of the board, comprising solely independent directors, that was formed in connection with, among other things, the review of strategic alternatives for the company and after the special committee and the board had each determined that the transaction is fair to the holders of the shares (other than the rollover shareholders in respect of their Rollover shares) and is in the best interests of the company.

Transaction details

Pursuant to the arrangement agreement, the purchaser will acquire all of the shares (other than in respect of the rollover shares) for $9 per share in cash at closing plus one CVR per share. Each CVR will entitle the holder thereof to an additional cash payment if the company's annualized recurring revenue (ARR) for the month ended Oct. 31, 2027, is equal to or greater than $145-million. If the calculated ARR is equal to or greater than $148.9-million, each CVR will entitle the holder thereof to a maximum cash payment of 50 cents. If the calculated ARR is between $145-million and $148.9-million, each CVR will entitle the holder thereof to a cash payment between 37.5 cents and 50 cents based on a linear interpolation of the calculated ARR. If the calculated ARR is less than $145-million, holders of CVRs will not be entitled to any payment in respect of their CVRs. For the company's latest quarter ended Jan. 31, 2026, ARR was $90.5-million.

Each CVR will be a direct obligation of the purchaser. The CVRs will not be listed on any market or exchange and may not be sold, assigned, transferred, pledged or encumbered in any manner, other than in limited circumstances. The CVRs will not represent any equity or ownership interest in the company, the purchaser or any affiliate thereof (or any other person) and will not be represented by any certificates or other instruments. The CVRs will not have any voting or dividend rights, and no interest will accrue on any amounts payable on the CVRs to any holder thereof.

Pursuant to the arrangement agreement, Blackline is subject to customary non-solicitation provisions; however, the board retains the ability to consider, respond to and, subject to specified conditions, accept an unsolicited bona fide superior proposal in accordance with its fiduciary duties. Any such proposal is subject to a defined notice and matching process that provides the purchaser with a right to match within five business days. The arrangement agreement also includes customary deal-protection provisions, including a termination payment of $30.6-million (equal to approximately 3.8 per cent of the cash consideration equity value) payable by Blackline in certain circumstances, a reverse termination payment of $56.3-million (equal to approximately 7.0 per cent of the cash consideration equity value) payable by the purchaser in specified circumstances and a capped expense reimbursement of up to $4-million payable to the purchaser in limited circumstances.

The rollover shares represent approximately 31 per cent of the issued and outstanding shares. All rollovers will occur at a value not to exceed the cash consideration per share. The rollover shareholders have agreed to forgo any CVR consideration for their rollover shares (other than Mr. Slater, who shall receive one CVR per each of his respective rollover shares).

In connection with the transaction, the rollover shareholders (other than Mr. Slater) have agreed to contribute an aggregate of approximately $45-million to an affiliate of the purchaser to finance, in part, the cash consideration payable in connection with the transaction and certain other transaction expenses.

The transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (Alberta) and will be subject to shareholder approval at a special meeting of shareholders to be held to consider the transaction. Required shareholder approval for the transaction will consist of at least: (i) 66-2/3rds per cent of the votes cast by shareholders at the special meeting; and (ii) a simple majority of the votes cast by shareholders at the special meeting, excluding votes from shareholders required to be excluded under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company expects to hold the special meeting in June, 2026. The transaction is also subject to court approval, regulatory approvals and other customary closing conditions. The transaction is not subject to any financing condition and is expected to close in the second calendar quarter of 2026.

Following completion of the transaction, it is expected that the shares will be delisted from the TSX and Blackline will cease to be a reporting issuer in all applicable Canadian jurisdictions.

Unanimous approvals and recommendations

The arrangement agreement was approved unanimously by the board (with interested directors abstaining from voting) after considering, among other things, the unanimous recommendation of the special committee. The special committee and the board (with the abstention of the interested directors) determined that the transaction is in the best interests of the company and the board is recommending that shareholders vote in favour of the transaction.

The conclusions and recommendations of the special committee and the board were based on a number of factors, including the following:

• Meaningful premium to market: Under the arrangement agreement, shareholders (other than the rollover shareholders in respect of their rollover shares) will receive $9 cash consideration per share (on closing) and $9.50 total consideration per share (assuming the maximum cash payment of the CVR), representing 28-per-cent and 35-per-cent premiums, respectively, to the 20-day VWAP of the shares on the TSX as of April 7, 2026.
• Certainty of value and immediate liquidity: The cash consideration paid on close represents approximately 95 per cent of the total consideration (assuming the maximum cash payment of the CVR) and provides shareholders (other than the rollover shareholders in respect of their rollover shares) certainty of value and immediate liquidity, which enables them to realize significant value for their interest in the company.
• Performance-based upside: The CVR offers shareholders the opportunity to realize additional value through a future cash payment tied to the company achieving its near-term ARR target.
• Support from directors, officers and largest shareholders: The rollover shareholders, including several of the company's largest shareholders (together holding approximately 32 per cent of the shares) and other directors and senior officers holding approximately 2 per cent of the shares (collectively holding 34 per cent of the shares), have entered into voting support agreements in favour of the transaction, including irrevocable voting support agreements from several of the company's largest shareholders, subject to certain exceptions, representing approximately 30 per cent of the shares.
• Sale process: The company, with the assistance of its financial adviser, Canaccord Genuity Corp. and under the supervision of the special committee, conducted a targeted sale process as part of its strategic review, which resulted in the transaction and did not identify any alternative proposals offering superior value, terms or certainty of completion.
• Formal valuation: The special committee received a formal valuation from the special committee's independent valuator, CIBC World Markets Inc. (CIBC Capital Markets), which concluded that, as of April 7, 2026, and based upon and subject to the assumptions, limitations and qualifications to be set forth therein, the fair market value of the shares was in the range of $8.15 to $11.10 per share and the fair market value of the CVRs was in the range of nil to 40 cents per CVR.
• Fairness opinions: Receipt of the fairness opinions from each of Canaccord Genuity and CIBC Capital Markets, which concluded that, based upon and subject to the various assumptions, limitations, qualifications and other matters to be set forth in their respective opinions, the consideration to be received by shareholders (other than the rollover shareholders in respect of their rollover shares) pursuant to the transaction was fair, from a financial point of view, to such shareholders.
• High likelihood of completion: Francisco Partners is a large, credible and reputable private equity sponsor, with demonstrated creditworthiness and the ability to finance and successfully complete transactions. The transaction is subject to a limited number of customary conditions (which do not include any financing or due diligence conditions) that the special committee and board believe are reasonable in the circumstances.
• Ability to respond to superior proposals: The arrangement agreement preserves the board's ability to consider, respond to and ultimately accept an unsolicited bona fide superior proposal, subject to certain criteria, compliance with fiduciary duties, a defined matching period in favour of the purchaser and customary deal-protection provisions.
• Negotiated agreement terms: The arrangement agreement is the result of a comprehensive negotiation process that was undertaken at arm's length with the oversight and participation of the special committee, which was advised by independent and qualified legal and financial advisers, and resulted in terms and conditions that are reasonable in the judgment of the special committee and the board in the circumstances.
• Reasonable break fee and reverse break fee: The break fee payable by the company of $30.6-million, being equal to approximately 3.8 per cent of the cash consideration equity value, is only payable in limited customary circumstances, such as where the arrangement agreement is terminated as a result of Blackline accepting a superior proposal, and the company is entitled to a reverse break fee of $56.3-million, being equal to approximately 7.0 per cent of the cash consideration equity value, in certain circumstances, including if the arrangement agreement is terminated by the company as a result of the purchaser's failure to finance, which the special committee and the board have been advised and believe are reasonable in the circumstances.
• Minority vote and court approval required: The transaction must be approved by not only two-thirds of the votes cast by shareholders, but also by a majority of the votes cast by shareholders excluding the shares held by certain of the rollover shareholders and any other shareholders required to be excluded from such vote in the context of a business combination pursuant to MI 61-101. The transaction must also be approved by the Court of King's Bench of Alberta.
• Right of shareholders to dissent: Shareholders will be entitled to dissent with respect to the transaction and have the court determine the fair value of their shares. The purchaser is not entitled to terminate the transaction due to the exercise of dissent rights unless holders of more than 7.5 per cent of the shares validly exercise such rights.

Fairness opinions and formal valuation

In connection with the company's review of strategic alternatives and its review and consideration of the transaction, the special committee engaged Canaccord Genuity as its financial adviser. Additionally, in connection with the transaction, the special committee retained CIBC Capital Markets as its independent valuator. CIBC Capital Markets has delivered to the special committee the results of its formal valuation prepared in accordance with MI 61-101, concluding that, as of April 7, 2026, and based upon and subject to the various assumptions, limitations and qualifications to be set out in CIBC's formal valuation letter to the special committee, the fair market value of the shares ranged between $8.15 and $11.10 per share and the fair market value of the CVRs ranged between nil and 40 cents per CVR. In addition, both Canaccord Genuity and CIBC Capital Markets provided opinions to the special committee that, based upon and subject to the various assumptions, limitations and qualifications and other matters to be set forth in their respective written opinions, the consideration to be received by the shareholders (other than the rollover shareholders in respect of their rollover shares) pursuant to the arrangement agreement is fair, from a financial point of view, to such shareholders.

A copy of the written fairness opinions, the formal valuation, as well as additional details regarding the terms and conditions of the arrangement agreement and transaction and the rationale for the recommendations made by the special committee and the board will be included in the management information circular to be prepared by Blackline and sent to shareholders in connection with the transaction. The summaries of the arrangement agreement and voting support agreements in this press release are qualified in their entirety by the provisions of those agreements. Copies of the arrangement agreement and voting support agreements and, when finalized, the meeting materials will be filed under Blackline's profile on SEDAR+.

Advisers

Canaccord Genuity is acting as exclusive financial adviser to the special committee. CIBC Capital Markets is acting as independent valuator to the special committee. Burnet Duckworth & Palmer LLP is acting as legal adviser to the company. Torys LLP is acting as legal adviser to the special committee.

BDT & MSD Partners is acting as financial adviser to DAK and the Lowy Family Group. Osler Hoskin & Harcourt LLP is acting as legal adviser to DAK. Blake Cassels & Graydon LLP is acting as legal adviser to the Lowy Family Group.

RBC Capital Markets is acting as financial adviser and Stikeman Elliott LLP and Kirkland & Ellis LLP are acting as legal advisers to Francisco Partners.

Early warning disclosure pursuant to National Instrument 62-103

Further to the requirements of NI 62-104, Take-Over Bids and Issuer Bids, and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, DAK will file an amended early warning report in connection with its participation in the transaction, including as a rollover shareholder, and for which it has entered into a voting support agreement pursuant to which it has agreed to support and vote all of its shares in favour of the transaction. A copy of DAK's related early warning report will be filed with the applicable securities commissions and will be made available on the company's issuer profile on SEDAR+. Further information and a copy of the early warning report of DAK may be obtained by contacting DAK at Suite 400, 10214 104 Ave. NW, Edmonton, Alta., T5J 0H6 (phone: 780-990-0505).

About Blackline Safety Corp.

Blackline Safety is a technology leader driving innovation in the industrial work force through IoT (Internet of Things). With connected safety devices and predictive analytics, Blackline enables companies to drive toward increased safety and improved operational performance. Blackline provides wearable devices, personal and area gas monitoring, cloud-connected software, and data analytics to meet demanding safety challenges and enhance overall productivity for organizations with customers in more than 75 countries. Armed with cellular and satellite connectivity, Blackline provides a lifeline to tens of thousands of people, having reported over 323 billion data points and initiated over eight million emergency alerts.

About Francisco Partners Management LP

Francisco Partners is a leading global investment firm that specializes in partnering with technology and technology-enabled businesses. Since its launch over 25 years ago, Francisco Partners has invested in over 500 technology companies, making it one of the most active and long-standing investors in the technology industry. With over $50-billion in capital raised to date, the firm invests in opportunities where its deep sectoral knowledge and operational expertise can help companies realize their full potential.

We seek Safe Harbor.