Annual information form
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ANNUAL INFORMATION FORM For the fiscal year ended October 31, 2025 January 14, 2026
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TABLE OF CONTENTS Page GLOSSARY OF TERMS ............................................................................................................................................................ 1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ............................................................................... 3 GENERAL MATTERS ............................................................................................................................................................... 5 CORPORATE STRUCTURE ...................................................................................................................................................... 5 DESCRIPTION OF THE BUSINESS ......................................................................................................................................... 6 GENERAL DEVELOPMENT OF THE BUSINESS ................................................................................................................. 18 SIGNIFICANT ACQUISITIONS .............................................................................................................................................. 21 CAPITAL STRUCTURE ........................................................................................................................................................... 21 DIVIDEND POLICY ................................................................................................................................................................. 22 ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER ........ 22 MARKET FOR SECURITIES ................................................................................................................................................... 22 DIRECTORS AND OFFICERS................................................................................................................................................. 22 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .......................................................... 26 INTERESTS OF EXPERTS ...................................................................................................................................................... 27 MATERIAL CONTRACTS ....................................................................................................................................................... 27 TRANSFER AGENT AND REGISTRAR ................................................................................................................................ 27 AUDIT COMMITTEE INFORMATION .................................................................................................................................. 28 RISK FACTORS ........................................................................................................................................................................ 29 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ................................................................................................... 39 ADDITIONAL INFORMATION .............................................................................................................................................. 39 APPENDIX "A" ...................................................................................................................................................................... A-1
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1 GLOSSARY OF TERMS Capitalized terms in this annual information form ("Annual Information Form") have the meanings set forth below: "ABCA" means the Business Corporations Act (Alberta). "AOI" means automated optical inspection. "Blackline", "Blackline Safety", "we", "us", "our" or the "Company" means Blackline Safety Corp. and where the context requires, includes the Company's predecessors and subsidiaries. "Board of Directors" or "Board" means our board of directors. "Common Shares" means the common shares in the capital of the Company, as presently constituted. "Docks" means Blackline's G7 docking stations that can be used with the G6, G7c or G7x devices that calibrates, bump tests and charges the devices when plugged in. "ESG" means environmental, social and governance. "EXO 8" means Blackline's EXO 8 wireless gas detector and area monitoring system, including where the context requires, its pump and satellite modules. "G6" means Blackline's G6 wearable wireless zero-maintenance single-gas detector device. "G7" means Blackline's G7 wireless gas detector and lone worker monitoring systems, including, where the context requires, the G7c and the G7x models, or any one of them. "G7 EXO" means Blackline's previous version of the EXO wireless gas detector and area monitoring system, including where the context requires, its pump and satellite modules. "G8" means Blackline's G8 wireless gas detector, lone worker monitoring systems and real-time communication. "GPS" means global positioning system, which is a global navigation satellite system (GNSS) that provides location, velocity and time synchronization. "IoT" means internet of things. "LTE" means long -term evolution, a standard for wireless broadband communication for mobile devices and data terminals, based on the GSM/EDGE and UMTS/HSPA standards. "LTE-M" means the LTE-MTC low-power wide-area technology published by the 3rd Generation Partnership Project (3GPP) and suitable for IoT. "MPSTM" means NevadaNanotech Systems, Inc. Molecular Property Spectrometer flammable gas sensor available to the G7 wearables and EXO 8. "NB-IoT" means NarrowBand-Internet of Things a low-power wide-area network radio technology standard developed by 3GPP for cellular network devices and services. "PID" means ION Science Photoionization Detector gas detection technology available to the G7 wearables, and EXO8. "Shareholders" means holders of Common Shares.
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2 "SOC" means Blackline's in-house, 24/7/365 Safety Operations Centre. "Suite of Devices" means Blackline's G6 and G7 wearables and EXO 8 area monitoring systems collectively. "TSX" means the Toronto Stock Exchange. "TSXV" means the TSX Venture Exchange. "UAE" means the United Arab Emirates "UK" means the United Kingdom. "United States" or "US" means the United States of America. "VoIP" means voice-over internet protocol.
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3 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Annual Information Form constitute forward -looking statements. These statements relate to future events or our future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. Thes e statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. We believe the expectations reflected in those forward -looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this Annual Information Form should not be unduly relied upon. These statements speak only as of the date of this Annual Information Form. In particular, this Annual Information Form contains forward-looking statements pertaining to, but not limited to, the following: • Blackline's plans, strategies and focus and the benefits to be derived therefrom; • Blackline's current products and services and the functions and benefits thereof; • the anticipated launch and/or development of new products and technologies, including the components, utilization, functions and benefits thereof; • Blackline's investment in or development of certain infrastructure and the anticipated benefits thereof; • expectations regarding Blackline's ability to continue meeting customer needs today and as Blackline continues global expansion; • new and emerging markets; • customer adoption of technology and products and the expected benefits and results thereof; • plans to increase prices and the customer acceptance thereof; • plans to reduce direct and indirect input costs of Blackline's products and services; • plans to optimize overhead cost structure; • technological developments; • plans to develop existing and create new customer relationships; • plans to invest in relationships with manufacturers and suppliers; • plans with respect to Blackline's distribution partner market; • sources of competition; • expectations regarding Blackline's suppliers of components and materials included in Blackline's products; • drivers of future success; • market drivers of product innovation; • expectations regarding material changes in Blackline's business; • adequacy of facilities; • dividend policy; • plans to invest resources in product research and development; • continuing to access the required skill and knowledge for product research and development; • focus on expansion and its anticipated effect on growth opportunities; • competition from new market entrants; • timing for publishing Blackline's ESG report for fiscal 2025; • possible effects of failing to meet any covenants under the Company's debt facilities; • expectations regarding operating losses resulting from a focus on profitability; • expectations regarding the ability to raise capital, possible sources of capital and the regulatory and compliance requirements related thereto; and • research and capital expenditures programs. The actual results could differ materially from those anticipated in these forward-looking statements as a result of, but not limited to, the risk factors set forth below and elsewhere in this Annual Information Form: • negative conditions in the safety, connected safety, general economic and financial markets; • inability to introduce new technology and new products in a timely manner;
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4 • reduced demand for our products and services; • dependence on key customers; • competition; • reliance on key suppliers and third parties; • availability of key supplies and components; • product liability; • departure of key personnel; • legal claims for the infringement of intellectual property and other claims; • other legal risks; • misappropriation of proprietary information; • cyber security risks; • the effects of inflation; • growth management; • impact on our business caused by epidemics and pandemics; • political uncertainty, conflict tariffs and other trade barriers; • losses from credit exposures; • international operation risks; • fluctuation in foreign exchange or interest rates; • changes in income tax laws and other government regulations; • incorrect assessments of the value of acquisitions; • successful development of new and emerging markets that we serve; • stock market volatility and market valuations; • damage or loss of use of physical facilities; • product obsolescence; • conflicts of interest; and • other factors discussed under "Risk Factors". With respect to forward-looking statements contained in this document, we have made assumptions regarding, among other things: future technological developments; availability and cost of key supplies, components, services, networks and developments; future exchange rates; the cost and timeline of expanding Blackline's product lines; the impact of increasing competition; the potential scope and duration of tariffs, export taxes, export restrictions or other trade actions; demand for Blackline's products and services; the ability of Blackline to raise the prices for its product and services; the ability of Blackline to reduce direct and indirect input costs for its products and services; the continuity of existing business relationships; conditions in general economic and financial markets; the ability to maintain and expand geographic scope; seasonality in the business and in the business of our customers; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; that Blackline's future results of operations will be consistent with past performance and management expectations in relation thereto; the continuity of management and other key sales and technical personnel; the continued availability of capital at attractive prices to fund future capital requirements relating to existing assets and projects; ability to obtain financing on acceptable terms; future operating costs; that counterparties to material agreements will continue to perform in a timely manner; and that there are no unforeseen events preventing the performance of contracts. Management has included the above summary of assumptions and risks related to forward -looking information provided in this Annual Information Form in order to provide Shareholders with a more complete perspective on Blackline's current and future operations and such information may not be appropriate for other purposes. Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward -looking statements contained in this Annual Information Form are expressly qualified by this cautionary statement. Readers should also carefully consider the matters discussed under the heading " Risk Factors" in this Annual Information Form. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements.
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5 GENERAL MATTERS This Annual Information Form contains company names, product names, trade names, trademarks and service marks of Blackline and other organizations, all of which are the property of their respective owners. Solely for convenience, Blackline's trademarks and trade names referred to in this Annual Information Form may appear without the ® or ™ symbols, or other applicable symbols, but such references are not intended to indicate, in any way, that Blackline will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. In this Annual Information Form, unless otherwise indicated, all dollar amounts are in thousands of Canadian dollars. All references to "$" and "Cdn$" are to Canadian dollars. CORPORATE STRUCTURE Blackline was incorporated as Picasso Inc. pursuant to the ABCA on October 11, 2006. On May 9, 2007, the articles of Picasso Inc. were amended to remove the private company provisions contained therein. On February 25, 2009, as part of Picasso Inc.'s qualifying transaction on the TSXV, Picasso Inc. acquired all of the issued and outstanding common shares of Blackline GPS Inc. and changed its name to Blackline GPS Corp. Blackline GPS Inc. was incorporated pursuant to the ABCA on November 4, 2004. On June 23, 2011, Blackline GPS Corp. amended its articles to effect a consolidation of the then issued and outstanding Common Shares on a ten (10) to one (1) basis. On October 31, 2011, Blackline GPS Corp. amalgamated with its wholly -owned subsidiary, Blackline GPS Inc., pursuant to the provisions of the ABCA . On July 7, 2015, Blackline GPS Corp. filed articles of amendment to change its name to Blackline Safety Corp. Effective as of June 11, 2021 the Common Shares were listed on the TSX. The Common Shares are currently listed and posted for trading on the TSX under the symbol "BLN". Blackline's corporate office is located at Unit 100, 803 -24 Avenue S.E. Calgary, Alberta T2G 1P5. Blackline's registered office is located at 2400, 525-8 Avenue S.W., Calgary, Alberta T2P 1G1. Inter-Corporate Relationships The following chart sets forth, as of the date hereof, the name of each of Blackline's material subsidiaries and the jurisdiction of incorporation of each. Each subsidiary company is wholly-owned by Blackline. Blackline Safety Europe Limited (UK Limited Company) Blackline Safety USA Corp. (Delaware, USA) Blackline Safety Europe SAS (France) Blackline Safety Corp. (Alberta, Canada)
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6 DESCRIPTION OF THE BUSINESS General Founded in 2004 and headquartered in Calgary, Canada, Blackline Safety is a technology company with a hardware- enabled software-as-a-service business model that is focused on bringing leading connected worker solutions to the global marketplace. Blackline develops, manufactures and markets a suite of safety devices and cloud-connected services to protect workers at their jobs and support businesses undergoing digital transformation. Blackline technology empowers businesses with real -time safety insights to manage emergency responses and evacuations, proactively manage gas detection compliance and to increase operational efficiency. When seconds count, Blackline's connected technology enables a live monitoring team to deliver help directly to an employee in the shortest amount of time — to the worker's exact location. Blackline's connected Suite of Devices addresses gas detection, lone worker monitoring and evacuation management scenarios with cellular and satellite. Employee-worn devices incorporate automatic incident detection, manual triggers, wireless communications and location technologies. Blackline’s a rea monitors feature drop and go deployment capabilities, and the ability to detect up to 8 gases simultaneously and gamma radiation . Safety alerts can be communicated in real-time to monitoring personnel who manage the emergency response process. Leveraging Blackline's ecosystem of connected safety devices and cloud software, businesses are empowered to increase operational performance through business analytics software and data science services known as Blackline Vision, adding value from the data generated by G6 and G7 safety wearables and EXO 8 area monitors and software. Productivity gains are achieved through employee movement pattern analysis, heat-mapping environmental gas leaks, viewing resource utilization, automating safety compliance reporting, wireless configuration management and interactive reporting. Products and Services Products – Cloud-Connected Devices Blackline's Suite of Devices connect to the Blackline cloud using either cellular (G6, G7c and EXO 8) or satellite (G7x and EXO 8) connectivity. G7 wearables and EXO 8 feature plug -and-play cartridges that provide a suite of configurability options for lon e worker and gas detection scenarios as required by the end client. All safety alerts generated by these devices can be communicated in real -time to monitoring personnel, pinpointing the employee's location in the Blackline Live cloud-based portal. With Blackline Live cloud-hosted software, the Company enables businesses to monitor their personnel from a control room or by supervisors using a mobile device. Optionally, Blackline's in -house safety operations centre (or an alarm receiving centre partner) provides 24/7 live monitoring services, taking on front -line emergency management and escalating to responders as required. Blackline's G7c device features LTE connectivity with wireless coverage in over 75 countries and on over 350 mobile networks. For regions where cellular networks are not available, Blackline's G7x wearable and G7 Bridge satellite base station monitors workers in remote locations in certain locations around the world.
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7 Blackline Suite of Devices Comparison G7c G7x EXO 8 G6 Lone worker monitoring with real-time alerting ◼ ◼ ◼ Environmental gas detection with live low and high-gas alerting and GPS location ◼ ◼ ◼ ◼ Graphical display with easy-to-use interface ◼ ◼ ◼ ◼ Wireless configuration and firmware updates ◼ ◼ ◼ ◼ Blackline Live cloud-hosted software for emergency response management ◼ ◼ ◼ ◼ Cloud-hosted Blackline Analytics business intelligence software ◼ ◼ ◼ ◼ True Fall Detection®, no-motion detection, missed employee check-ins and live alerting ◼ ◼ An SOS latch/button (similar to pulling a fire alarm lever) ◼ ◼ ◼ ◼ Silent emergency button ◼ ◼ ◼ Two-way voice calling with the live monitoring team ◼ ◼ Two-way messaging with the live monitoring team ◼ ◼ ◼ Push-to-talk for real-time voice collaboration with teammates ◼ ◼ High update rate environmental gas readings ◼ ◼ Highly configurable for small businesses through to multi- national organizations ◼ ◼ ◼ ◼ Field-replaceable cartridges to support a variety of gas detection scenarios ◼ ◼ ◼ PID and MPSTM gas sensor options ◼ ◼ ◼ Beacon support for indoor location accuracy ◼ ◼ ◼ Contact tracing and proactive close contact detection ◼ Iridium satellite connectivity ◼ ◼ Wide range of mounting options ◼ Up to 100-day battery life ◼ Two configurable output ports ◼ Cast aluminum frame ◼ Drop and go deployment ◼ Gamma radiation ◼ Detects up to eight gases ◼ Find My G6 ◼ Up to 1-year battery life ◼ Color display ◼ ◼ Employee-worn gas detectors are commonplace for situations with risk of exposure to toxic and/or combustible gases. Traditional detectors can warn the user, but if a user is unable to help themselves in an emergency, and no one is nearby to deliver aid, the employee's call for help can go unanswered. Blackline detectors change this. With immediate notifications using connected technology when an event occurs, monitoring personal and rescue operations can be initiated within a few seconds in the event of an emergency. Blackline introduced the world to a new way of keeping employees safe through the integration of its cloud-connected safety monitoring technology with gas detection.
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8 Blackline G7c and G7x Nearly a decade of experience has gone into the creation of Blackline's Suite of Devices with environmental gas detection capability. Like all Blackline connected safety technology, the G7 immediately notifies monitoring personnel of safety incidents, including detected gases and potential no-motion or fall detection alarms, and pinpoints employees' locations on an interactive map. Responders then know the environmental conditions ahead of time and can appropriately equip for a swift response, complete with breathing equipment if required, to mitigate the risk of exposure to a potentially hazardous environment. Blackline EXO Area Monitor Businesses in energy, utilities, heavy industry and disaster response sectors use portable area monitoring equipment to monitor potential atmospheric hazards around tank farms and along fence lines, during facility maintenance or while containing spills. Conventional area monitors suffer from short battery life, limited configurability and inadequate connectivity. In FY2020, Blackline launched the EXO area monitor to provide businesses with new portable and semi- permanent gas detection monitoring options featuring drop and go deployment capabilities and the flexibility of four channel pump modules, as well as various power and mounting options and output port usage options. The EXO also offers connectivity by directly connecting to the cloud via LTE or satellite so there are no range limits between monitors or maximum number of devices allowed on the network. The EXO 8 was unveiled in September 2024 as the new portable area monitor with direct -to-cloud connectivity capable of detecting up to eight gases and includes an integrated gamma radiation sensor. The EXO 8 also improves upon the G7 EXO with a higher resolution full -color dual display capable of showing live gas and gamma level readings on one side, and alerts and status on the other. The durability has also been improved to better accommodate the harsh environmental conditions. Blackline G6 Single-Gas Monitor Blackline launched the G6, a single-gas cloud-connected gas monitor, to the market in October 2022. The mass-market (LTE-M & NB -IoT enabled) product is complementary to the current G7 series of connected safety monitors. The longer-lasting connectivity and market leading efficiency enables fast incident response time and better safety and compliance. The G6 monitor is the first connected zero -maintenance product designed specifically for industrial workers which can be used wi th virtually no training or maintenance with a battery lasting up to one year and the device itself lasting up to four years compared to one or two -year device lives of competitive products. G6 aims to bring connectivity to the unconnected single-gas market, with its longevity and lower price point, lowering customers' operating cost base and environmental footprint. Gas Detection Regulatory Compliance Regulatory agencies require businesses to maintain a record of the use and maintenance of all gas detection devices. Traditionally, this means that field personnel must take their gas detection equipment to docking stations that perform testing and store compliance records. Compliance data from each docking station must be retrieved, compiled, reviewed, and reported within the business and to regulatory agencies. Should an incident affect an employee, businesses are at risk if they are not able to demonstrate proper calibration, testing and employee usage of gas detection equipment. Blackline's Suite of Devices solves these aspects of compliance and saves labor for field employees and the teams that manage the regulatory compliance program. Rather than manually gathering calibration and testing data in the field directly from calibration docks and examining each record, devices automatically communicate calibration and test data to the Blackline Safety Cloud and the data is configured for reporting via our 13 essential reports. Configurable reports assist management in quickly assessing their team's overall compliance, identify when upcoming events need attention and if any user is not compliant at that time.
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9 Modular Gas Detection G7 and EXO 8 devices feature the industry's first expandable interface that enables customization to support many customer scenarios and requirements. All products feature plug-and-play cartridges that configure for lone worker and gas detection scenarios as required by the end client. We offer one of four field -replaceable cartridges—a Standard Cartridge, a Single-gas Diffusion Cartridge, a Multi -gas Diffusion Cartridge or a Multi -gas Pumped Cartridge in the G7 wearables. The Standard Cartridge in the G7 is designed for evacuation management and lone worker monitoring scenarios. Single and multi-gas cartridges support one to five gas configurations with a choice of 21 gas sensors, including combustibles, hydrogen sulfide, carbon dioxide, carbon monoxide, oxygen, volatile organic compounds, sulfur dioxide, ammonia and hydrogen. Conventional gas detectors are either disposed of at the end of their service life, requiring new equipment to be deployed, or they are taken out of service and individual gas sensors are replaced. Removal and replacement of gas sensors is a time-consuming, technical process—businesses often require a third party to ease this burden. To address this problem, G7 offers field-replaceable cartridges that are pre-calibrated, helping that equipment to stay in the field, maximizing up -time. Old cartridges can be sent to Blackline for remanufacturing or responsible disposal , thereby reducing environmental footprint. The Blackline G6 Dock and G7 Dock are available for calibrating, bump testing and charging wearable devices. These Docks require no initial setup and can manage up to four single or multi -gas cylinders. Docks are available for G6, G7c and G7x devices, and support G7 Single -gas or Quad -gas cartridges. The Docks do not require an internet connection and do not need to be connected to the Blackline network to perform calibrations or bump tests. All data is communicated through connected devices via cellular or satellite networks. The Docks facilitate bum p tests and calibrations, generating data for device compliance reporting. When a wearable device is inserted and a test action is completed, the device automatically streams calibration and bump test logs in real -time back to the Blackline Live portal. Lone Worker Monitoring Blackline's Suite of Devices supports lone worker monitoring applications with or without the requirement for gas detection. For dedicated lone worker monitoring, G7 wearables are fitted with a Standard Cartridge while a Single - gas or Multi-gas cartridge supports combined gas detection and lone worker monitoring scenarios. Safety monitoring options offered by G7 devices for lone workers includes True Fall Detection®, no -motion (human-down) detection, missed employee check-in, SOS latch and a silent SOS button. Active Evacuation Management and Mass Notification Conventional gas detection equipment is disconnected and not able to empower evacuations or deliver field notifications. Initiating evacuations and accounting for every employee at muster points is a difficult and time - consuming process that often require s manual check -lists—employees who reach a muster point are identified and checked off on a list. Personnel across multiple muster points must then compare lists to ensure everyone is accounted for and if someone is missing, it can be very challenging to promptly locate that individual. Should a situation demand it, G7 and EXO 8 enable teams to quickly trigger an evacuation of their facilities. G7 users are mass-notified through two-way text messaging. Instructions are delivered on how to evacuate safely and avoid any specific hazards. Location technology enables monitoring personnel to actively monitor the progress of the evacuation and account for every device wearing employee without needing to use a manual checklist. Should an employee require assistance during the evacuation, the moni toring team can assess the situation and dispatch the needed resources immediately.
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10 LiveResponse™ and Two-Way Speakerphone Capability Blackline's G7 safety wearables and area monitors feature capabilities that make it easy to manage a live emergency response and provide comfort and confidence to the affected employee. When an alert is triggered, monitoring personnel can take ownership of the response for the alert, automatically activating the G7 blue LiveResponse™ light that indicates to the employee that remote monitoring personnel are responding to the alert and the light will continue to shine on the device until the alert has been followed through to resolution. Monitoring personnel can initiate a voice call to the employee's monitoring device to speak with the employee using a built-in speakerphone (G7c wearables and EXO 8 only). Designed for use within industrial environments, Blackline's monitoring devices feature a loud-and-clear speaker and sensitive microphone to pick up the employee's voice. Push-To-Talk Voice Collaboration Blackline's G7c personal safety monitor and EXO 8 area monitors provide businesses with a push-to-talk option that enables teams to coordinate their efforts, similar to the way that businesses use two-way radios. Like a walkie talkie, G7c and EXO 8 users are able to broadcast messages to all team members who have their devices set to use the same push-to-talk channel. Each Blackline client receives their own group of 100 channels that can be assigned to specific teams across their sites and business units. When employees need to communicate with each other, they can press inward on the G7c red latch and hold to call others on the same channel. Blackline's push -to-talk leverages VoIP data communications and 4G wireless technology. Messages of up to 30 seconds can be encoded and broadcast to colleagues in real -time. With coverage in over 75 countries and over 350 mobile networks, G7c and EXO 8 allows businesses to converge gas detection, lone worker monitoring and two-way radios into an integrated solution, providing seamless communication and reducing overall operating costs. Services – Safety Monitoring and Support Services A significant portion of Blackline's customers select Blackline's in -house, 24/7/365 SOC, while others self -monitor the safety of their personnel using their Blackline Live monitoring account. Unlike a traditional call centre that often provides unrelated services such as telemarketing, technical support and answering services, Blackline's dedicated SOC focuses on safety monitoring. It delivers an immediate response, managing all safety alerts f rom receipt through to resolution according to each customer's customized emergency response protocol. In regions not covered by Blackline's in-house SOC, customers are able to provide monitoring of their employees via an approved Blackline Alarm Receiving Centre partner. Blackline's SOC provides customers with the option of centralizing the responsibility of monitoring lone workers within a highly specialized and emergency response centre. Blackline's SOC, together with its partner Alarm Receiving Centres in Europe, now monitor over 69,000 devices. Indoor Location Technology Blackline's proprietary location technology solves the problem of locating employees inside and around facilities with confidence. When working outdoors, GPS typically provides accurate location data. However, GPS signals are often unreliable or unavailable indoors due to signal obstructions. Even outdoors, GPS accuracy can be compromised in proximity to large buildings or near process equipment. Blackline’s Location Beacons are low-cost devices that are easily installed throughout a facility. Each Location Beacon broadcasts a short -range radio signal for proximity detection by EXO and G7 safety wearables. This technology enables Blackline customers to locate an employee inside and around facilities with the same precision as GPS provides in open, outdoor locations.
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11 Blackline Safety Cloud Blackline has developed and innovated a proprietary cloud -hosted safety monitoring infrastructure that runs on Amazon Web Services. Blackline has deployed tens of thousands of G7 safety wearables and area monitors that connect to the Blackline Safety Cloud, continuously streaming status, environmental, location, gas readings and alerts. This information is stored online and enables Blackline's data-driven services including analytics, emergency response management, notifications to users and more. To date, the Blackline Safety Cloud has stored over 310 billion data points, almost 4.4 billion locations and over 9.5 billion location-enabled gas readings. Blackline Live Cloud-Hosted Monitoring Blackline's cloud -hosted safety monitoring infrastructure provides all the tools necessary to remotely configure Blackline devices, assign them to employees and manage safety alerts from receipt through to resolution. The Blackline Live portal supports cus tom emergency response protocols for individual clients that can be tailored according to specific business units, sites, teams and employee roles. Blackline Live also enables customers to upload custom floor and site plans that work together with Blacklin e's GPS and proprietary location beacon technology to pinpoint the exact location of an employee in need of assistance. Blackline's Suite of Devices targets the energy, industrial and manufacturing, utilities and public works, warehousing and transportation, emergency response, engineering and construction, government and health care industries. Current marketing and sales efforts focus on industrial markets where employees face heightened risk levels, particularly with potential exposures to toxic or combustible gases. Services – Analytics and Data Consulting Through the course of use, G7 products continuously communicate with the Blackline Safety Cloud, transmitting employee locations, atmospheric gas sensor readings, detection of slips, trips and falls, messages, employee check-ins and status information such as wireless signal levels and battery levels. Blackline leverages Blackline Safety Cloud, a leading cloud-hosted analytics platform, to compile and analyze large volumes of data generated by its devices. Many enterprises currently leverage analytics software to interpret diverse data that provides a deep understanding of how the business is operating. Blackline clients use our analytics platform to gain safety program and business insights including: • Mapping the location of every non-zero gas reading to understand real-world exposures and where leaks may be occurring. • Understanding the time spent completing a particular task and how efficiencies may be gained. • Viewing the real-time compliance status of all devices to ensure that all equipment is being utilized correctly and according to corporate policies. • Reviewing bump tests and calibrations to see how each device and gas sensor is performing, plus whether any dock requires a new calibration gas tank. • Monitoring slip, trip and fall statistics to understand if there are any trends based on the location from one particular site to another site. Building on the Company's Blackline Analytics software, Blackline Vision provides clients with access to Blackline's data science team and the capability to integrate other sources of data with location -enabled data from Blackline's Suite of Devices. Blackline Vision goes beyond the Company's Blackline Analytics offering, adding a full service that enables the creation of custom reports, dashboards, custom data integration and the ability to share data and insights with other information systems. Example Blackline Vision data integrations include: • Connecting scheduling software to location-enabled project tasks and combining real-time situational awareness for proactive task and resource management.
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12 • Comparing location-based data to understand how far a supervisor's 'sphere of influence' extends to minimize personnel near-misses. • Combining location-based data with health and safety data to understand correlations between location, time- of-day, employee training and other factors. • Integrating with learning management systems in order to provide real -time notifications when employees enter locations at a facility for which they have no training. • Connecting accounting software to contractor billing to validate time on site and adjust contractor payments accordingly. Solution Portfolio Blackline's broad portfolio of products and services addresses the needs of worker safety monitoring across industries, employee roles and work scenarios by offering the following products: • G6 zero-maintenance single-gas cloud-connected gas monitor. • G7c safety wearable for indoor and outdoor locations covered by 4G wireless. • G7x safety wearable for remote locations in North America, South America, Australia and New Zealand that are not covered by 4G wireless. • G8 wireless gas detector, lone worker monitoring systems and real -time communication • EXO 8 area gas monitors capable of detecting up to eight gases and gamma radiation. • Field-replaceable cartridges in G7c, G7x and EXO 8 connected devices accommodate a wide variety of configurations. • G7 Bridge, a portable satellite base station for remote locations, communicates with the G7x. • G7 Dock and G6 Dock, accessory products used to calibrate G6, G7c and G7x devices periodically while also offering frequent testing to verify that gas sensors are fully functional. • Loner Mobile, a safety monitoring application for smartphones. • Blackline Location Beacon, an indoor/outdoor location technology that provides precise positioning where GPS signals are weak or unavailable. • Blackline monitoring, a 24/7/365 live monitoring service offered by Blackline's SOC or an approved partner. • Blackline Live, a cloud-hosted, live safety monitoring portal for safety alert management. • Blackline Analytics, a second-generation data analytics package built into Blackline Live. • Blackline Vision, a data science consulting and software services offering. Technology Portfolio Blackline's Suite of Devices combine several technologies to give every worker the confidence to get the job done and return home safe: • Portable environmental gas detection, including electrochemical, infrared and photoionization-based gas sensors. • Portable compact gas sensor calibration. • 4G cellular, LTE-M, satellite, 900 MHz spread spectrum and Bluetooth data communication. • GNSS (including GPS), cellular and proprietary indoor/outdoor location beacon positioning. • Inertial sensors for fall and no-motion detection. • Two-way voice calling and text messaging between the user and monitoring personnel. • Push-to-talk real-time voice collaboration between users and across teams. • Bluetooth audio accessory interface. • Cloud-hosted Blackline Safety Cloud monitoring infrastructure and Blackline Live monitoring user account. • Cloud-hosted data analytics and reporting software.
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13 Product and Service Revenues Blackline's revenues are comprised of product and service revenues, which are the two operating segments of the Company. Product revenues are generated from sales of Blackline's connected safety monitoring hardware devices and accessories to a variety of industries and geographic locations. Blackline has a broad customer base both in terms of industry and geographic reach and these diversified end markets helps to mitigate against dependence on and fluctuations in any one market space. Service revenues relate to connectivity, monitoring and data services that are provided to customers for safety devices. These recurring revenues are associated with the same customers who purchase the Company's connected products and include access to the Blackline Safety Cloud, compliance and analytics reports, SOC monitoring, two-way voice functionality and push-to-talk capability. Service revenues also include rental revenues, where customers contract Blackline's Suite of Devices for use on short term construction, site maintenance and similar projects which typically last 30 -90 days. Customers are billed, and revenue is recognized, for these contracts on a day rate basis as the contract is completed. Services revenues also include professional and data consulting services which are billed and recognized as the service is provided for the customer's onboarding, training, deployment and data intelligence requirements. The Company offers customers the ability to purchase devices through a lease which is typically a 48 -month term where hardware and service is included in a single monthly or quarterly payment, with the hardware revenue recognized at the point of delivery of the products, while the service revenue is recognized over the life of the contract. Included extended warranty revenue is recognized in product revenue over the term of the contract. The following table identifies Blackline's product and services revenue as a percentage of overall revenues for the periods indicated: Segment Year Ended October 31, 2025 (%) Year Ended October 31, 2024 (%) Products 40% 45% Services 60% 55% Technology and New Products Under Development Blackline is committed to ongoing development of new products as well as enhancing the features and functionality of its existing products. Significant new product development projects are detailed below. Blackline Cloud Infrastructure Development Blackline continues to invest in its Blackline Cloud software infrastructure to support feature expansion, product enhancements and increased numbers of fielded Blackline devices. Blackline Safety Data and Software Services Through our data and software services, Blackline enables customers to identify trends and uncover patterns in operations to improve safety, boost efficiency and manage compliance. We will continue to invest in development of automated analytics that are powered by direct-to-cloud live streamed data from Blackline devices. Our fully scalable, secure offering can meet customers’ needs today and as Blackline continues global expansion. Blackline Gas Detection Hardware Continuous Improvement Blackline continues to invest in improving the reliability, user interface and functionality of its G6, G7 and EXO area monitoring devices to build on existing features and enhance the applicability to new verticals and geographic markets. In September 2024, Blackline introduced to market the EXO 8, a next generation connected area monitor that advances gas detection and early threat identification for companies and first responders.
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14 Components The Company requires the timely delivery of materials, parts, components, and subassemblies which are manufactured to the Company's specifications from its suppliers and partners. Although the Company makes reasonable efforts to ensure that these components and materials are available from multiple suppliers, this is not always possible, and certain components and materials included in our products may be obtained only from a single supplier or a limited group of suppliers. As the timing and quantum of customer orders cannot be forecasted with complete accuracy, the Company's inventory supply must be planned to protect against variation between the forecast and actual customer demand. Through the Company's business continuity planning, the Company endeavors to m inimize the risk of production interruption by, among other things, monitoring the financial condition of suppliers and partners of key parts, components and materials, identifying (but not necessarily qualifying) possible alternative suppliers of such parts, components and materials, and holding inventories of key components and materials to maintain manufacturing schedules. Product Research and Development and Specialized Skills and Knowledge The focus of the Company's product research and development team is the expansion of Blackline's worker safety and related solutions and on developing new products and applications, as well as providing the related services for such products. The Company believes that its product research and development capabilities are critical factors contributing to its success and are primary barriers to potential competitors' entry into the safety, gas detection, productivity and related markets. Accordingly, Blackline intends to continue investing in product research and development. Blackline's product research and development team includes individuals with specialized skills in the following disciplines, among others: electrical engineering, mobile application design, machine learning, vision engineering, mechanical design, system ar chitecture, software design, simulation engineering, and cloud computing. The availability of these resources can be uncertain, however the Company continues to explore strategies to support the required skills and knowledge for our product research and development activities. Intellectual Property and Intangible Properties The Company's intellectual property rights are important to its business. In accordance with industry practice, the Company protects its proprietary products, technology and our competitive advantage through a combination of contractual provisions and reliance on trade secret, patents, copyright and trademark laws in Canada, the United States, Europe and other jurisdictions in which it conducts business. The Company also has confidentiality agreements, assignment agreements and license agreements with emplo yees and third parties, which limit access to and use of its intellectual property. The Company has developed a portfolio of intellectual property, including: trade secrets, technology, product designs, software, patents, trademarks and brand names, among others. The Company currently has 29 granted patents and pending patent applications in the USA, Canada, Europe and Australia. Additionally, Blackline uses several trademarks, including 'Blackline Safety', 'Blackline Safety G7', 'SureSafe' and 'TeamAlert'. The Company is subject to risks related to its intellectual property. For more information, see "Risk Factors – Intellectual Property" and "Risk Factors – Proprietary Protection". Marketing, Sales and Distribution Blackline continues to expand its distribution partner network throughout Canada, the United States, Europe and other international locations. Currently, Blackline has distribution agreements in place with over 235 partners around the world. In contrast to the maturity of competitor distribution networks, Blackline continues to invest in expanding and cultivating its network in order to maximize promotion and sell-through into the global safety marketplace. Blackline supports its global distribution network through a global team of regional sales managers that are also responsible for select end customer accounts. Blackline has deployed regional sales managers, employees and contractors in the following locations: • Australia (covers New Zealand) • Brazil • Canada
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15 • Denmark • Finland (covers Scandinavia and Baltic countries) • France • Germany • Hungary • India (covers South Asia) • Italy (covers Greece and Southern Europe) • Mexico (covers Latin America) • Nigeria • Poland • South Africa • Spain (covers Portugal) • Thailand (covers South East Asia) • The Netherlands (covers BENELUX, Austria and Switzerland) • United Arab Emirates (covers Middle East) • United Kingdom (covers Ireland, Eastern Europe and Central Asia) • United States Competition The market for connected safety solutions is competitive in the lone worker space, and some competitors in the gas detection industry have launched early wireless -capable solutions. Blackline has experienced, and may continue to experience, intense competition from other organizations with more established sales and marketing presence, superior technical support services and greater financial resources. The Company's competitors may announce new products, services or enhancements that better meet the needs of customers or changing industry standards. As the market for the Company's products and services continues to develop, a dditional competitors may enter the market and competition may intensify. Increased competition may cause price reductions, reduced profitability and loss of market share, any of which could have an adverse effect on the Company's business, results of oper ations and financial condition. Among our largest competitors are international companies (or affiliates of international companies) with a worldwide presence. Although none currently have products that duplicate all the functions, capabilities and benefits of the Company's Suite of Devices they all offer a broad product mix in conventional portable gas detection, and all have a large distribution and sales network and have a broad current installed customer base. Manufacturing Blackline manufactures its products in -house, applying its highly skilled labour and leading manufacturing practices to manufacture, test and directly ship products to its customers. In 2018, Blackline commenced its investment in surface mount technology equipment to in -source the assembly of printed circuit board s at its manufacturing facility in Calgary, Canada. Blackline has since expanded its surface mount line, now operating four pick-and-place machines supported by automated stencil printing 2D AOI and 3D AOI in line with the rest of its surface mount equipment. The surface mount technology enables Blackline to populate its own printed circuit board assemblies, increasing control over quality, reducing overall costs and speeding up time to market for new product research and development. As a result, Blackline's operations organization provides production engineering services to support manufacturing high quality products and test coverage, technical production problems are corrected and averted, and alternative production methodologies are introduced to remain competitive.
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16 Blackline's production and manufacturing operations use a variety of assembly and test techniques in the production of its products, both in -house and outsourced to contract manufacturers. Methods include, but are not limited to, manual, fixtured and semi -automated component assembly using both mechanical and adhesive technologies, fabrication of machined, cast and molded parts, in-house printed circuit board assembly, and device assembly and test within a cleanroom environment. Incoming material and line q uality inspection, using various gauge and material analysis equipment, is used in support of production. Services include design, analysis, reliability testing, repair, re - work and upgrade support. The Company manufacturing facility is ISO 9001:2015, ISO 14001:2015, ATEX and QAR/QAN certified. Facilities The Company conducts operations from its leased facility in Calgary, Canada, where it manufactures and assembles its products, maintains its 24/7/365 SOC, as well as carrying out its research and development, sales and marketing, finance, administration and other head office functions. The Company also has leased facilities in the United Kingdom, France, Canada, the United States , Germany and the UAE, providing support and administrative and other services for the Company's North American, European and international operations, including sales, customer care and marketing, finance, product research and development and administrative matters . Cyclicality Generally, the Company is not impacted by any material cyclical or seasonal fluctuations in its business which may have an effect on the Company's ability to generate revenue and earnings. The Company's business is however dependent, in part, on the streng th of the businesses of certain of the industries which the Company supports, which may be subject to seasonal or other cyclical factors. For example, many of the Company's customers are in the energy industry, which has been subject to various national and global economic issues. Personnel At October 31, 2025, the Company had 591 employees and 23 contractors. Employees and contractors by region Canada 460 United States 91 Europe 20 Rest of World 43 Total 614 Anticipated Changes in the Business As at the date hereof and other than as disclosed herein, the Company does not anticipate that any material change in its business will occur during Blackline's current financial year. See "General Development of the Business". Foreign Operations A large component of the Company's revenues is derived from operations outside of Canada, including the United States and Europe. The Company's geographic revenue distribution for the year ended October 31, 2025 included approximately $71.4 million (47%) in the United States, approximately 30.0 million 20% in Canada, approximately 36.2 million 24% in Europe and approximately $12.9 million 9% in various other international jurisdictions.
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17 Dependence on Key Suppliers The Company is reliant upon certain key suppliers for products, components or services, and no assurances can be given that we will not experience delays or other difficulties in obtaining services and supplies, as a result of trade disputes, financial failures impacting suppliers, geopolitical conflict, pandemics, or from a variety of other potential issues. The products, components or services used in certain of the Company's products or operations are available only through a limited number of vendors. Although the Company believes there are alternative suppliers for many of these products, components or services, if current suppliers or partners are unable to provide the necessary products, components or services or fail to deliver such products, components or services in the quantities or manner required on a timely basis, then the related delays in the manufacture or distribution of the Company's products and services or the inability for the continued functionality of the Company's products and services could have a material adverse effect on the Company's results of operations and its financial condition. See " Risk Factors – Supply Chain Disruptions". Reorganizations As at the date hereof and other than as disclosed herein, there have been no material reorganizations of the Company and or any of our subsidiaries within the three most recently completed financial years. See "General Development of the Business". Social and Environmental Policies Blackline published its fiscal Sustainability report for the year ended October 31, 2024 in March 2025. Blackline expects to publish its fiscal 2025 Sustainability report in March 2026. This report discusses the Company's social and environmental policies and its interaction with the communities in which it does business. These reports, and any new reports, will be available on the Company's website. Economic Dependence The Company's products rely on GPS satellites that it does not own or operate. Such satellites and the corresponding ground support systems are complex electronic and mechanical systems that are subject to potential failures. Further, there is no assurance the Government of the United States will continue to operate and maintain the satellites or that it will continue the current policies for the commercial use of the satellites. The Company has contracted with Iridium Satellite LLC to provide data via their independent network of satellites. Should a significant number of the governmental or commercial satellites fail or should the terms of use policies for the US government's satellites change the ability of the Company to provide its services would be considerably adversely impacted. See " Risk Factors – Third-Party Dependence". Changes to Contracts Blackline does not have any material aspect of the Company's business that is reasonably expected to be affected in the current financial year by renegotiation or termination of contracts or sub-contracts. Environmental Protection It is impracticable to predict the impact of climate change or the regulatory responses to it, on our business. The most direct impacts are likely to be an increase in energy costs, which would increase our operating costs, costs of the products and related transportation, costs of raw materials we purchase from suppliers, and transportation costs related to shipping products to customers. Increasing environmental regulations on oil and gas, pipeline, transportation and other industrial companies could adversely impact certain of our customers' businesses which may impact demand for our products and services. It is not possible for us to predict with any certainty the ultimate impact of additional regulation, either directionally or quantitatively, on our overall business, results of operations or financial condition.
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18 Furthermore, the potential physical impacts of climate change on our facilities, suppliers and customers and therefore on our operations are uncertain and will be particular to the circumstances in various geographical regions. These potential physical effects may adversely impact the demand for our products and services and the cost, production, sales and financial performance of our operations. GENERAL DEVELOPMENT OF THE BUSINESS Major events or conditions that have influenced the general development of the Company over the last three completed financial years are set forth below. Three-Year History Recent Developments On January 13, 2026, Blackline announced the launch of the G8, the next evolution of worksite safety connected wearable personal safety monitoring equipment. The G8 combines gas detection, lone worker protection, real -time communication and radio -quality communications in a rugged and intrinsically safe device, with live data streamed to the cloud through Blackline Live to enhance situational awareness and response Year ended October 31, 2025 On October 31, 2025, Blackline renewed and extended its $25 million credit facility with ATB Financial for three years from closing pursuant to the terms of an amended and restated commitment letter dated October 31, 2025 . The credit facility increased the accordion feature to $15 million to increase the size of the facility, subject to ATB Financial approval On September 18, 2025, Blackline announced a deal with a major North American water and wastewater utility provider based in California valued at $1.8 million, including over 560 devices of Blackline's G7c wearable gas detectors and Docks. On September 11, 2025, Blackline appointed Vasi Philomin as director, which became effective September 11, 2025. On August 21, 2025, Blackline announced the beginning of the rollout with Abu Dhabi National Oil Company (ADNOC), one of the world's leading energy producers, under a multi -year purchase agreement for up to 28,000 Blackline connected safety devices plus services. On March 18, 2025 Cheemin Bo-Linn retired as a director of Blackline. Jason Cohenour, an independent director of Blackline, was appointed as the lead independent director of Blackline On March 12, 2025, Blackline Safety SPV Seller Corp. settled a Canadian chartered bank securitization facility agreement and the security has been fully discharged by the Canadian chartered bank. On January 23, 2025, Blackline announced the completion of a private placement financing for aggregate gross proceeds of approximately $26.98 million. In connection with the financing, 4,170,024 Common Shares were issued at an issue price of $6.47 per Common Share. On January 9, 2025, Blackline announced a deal with Total Safety U.S., Inc. valued at $1.6 million, including over 100 of Blackline's EXO 8 portable area monitors. On November 1, 2024, Blackline Safety SPV Seller Corp. signed an amendment with a Canadian chartered bank to the securitization facility agreement to reduce the available capacity on the securitization facility from $15,000 and USD $30,000 to $5,000 and USD $10,000, respectively. Year ended October 31, 2024 On October 31, 2024, Blackline renewed and extended its credit facility with ATB Financial for two years from closing.
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19 On September 12, 2024, Blackline announced the launch of the EXO 8, a next generation connected area monitor that advances gas detection and early threat identification for companies and first responders. On August 8, 2024, Blackline appointed Robin Kooyman as Chief Financial Officer effective as of September 12, 2024. On July 17, 2024, Blackline released a new AlertLink feature for its award-winning EXO and G7 devices. On July 10, 2024, Blackline announced a new deal valued at $1.9 million with a South African energy company, including approximately 500 G7c devices, almost 500 G6 devices as well as G7 and G6 Docks. On July 2, 2024, Blackline announced it named Elisa Khuong, Vice President Accounting & Finance, Corporate Controller, as Interim Chief Financial Officer. On June 26, 2024, Blackline announced a $3.9 million contract renewal with one of the largest utility companies in the US, adding two more years of monitoring by Blackline's Safety Operations Center as well as push-to-talk services for the utility company's 2,200 G7 devices. On June 12, 2024, Blackline announced the completion of a bought deal short-form prospectus offering and concurrent private placement for aggregate gross proceeds of approximately $34.6 million. In connection with the bought deal short-form prospectus offering, 5,692,500 Common Shares were issued at an issue price of $4.05 per share for aggregate gross proceeds of approximately $23 million. In connection with the concurrent private placement, 2,846,250 Common Shares were issued at an issue price of $4.05 per share for aggregate gross proceeds of approximately $11.5 million. On June 4, 2024, Blackline announced an $8.5 million expansion on the $3.5 million deal announced in September 2023, involving 1,025 G7 wearable gas detection and lone worker devices, along with monitoring services. On May 16, 2024, Blackline announced a new contract to provide G7c devices and services to a major US utility provider based in California, valued at over $1.5 million, involving, among other things, 1,000 G7c lone worker devices. On May 1, 2024, Blackline announced an upgrade of their $2.7 million previously announced deal with a US upstream energy company headquartered in Houston, Texas by an additional $1.7 million, to add, among other things, two-way voice and real-time monitoring. On April 25, 2024, Blackline announced the resignation of Shane Grennan as Chief Financial Officer effective June 30, 2024. On April 4, 2024, Blackline announced a new deal valued at $1.4 million with a water utility provider based in Australia, to provide Blackline's lone worker safety app, Loner Mobile, and G7c cloud-connected devices. On February 28, 2024, Blackline announced a new Marketing Co-op Fund for its Channel Partner program, featuring, among other things, funding co -branded long -term sales and marketing assets, increasing funding for demand generation activities, rewarding Channel Partners' quarterly sales success and reducing overhead costs for Channel Partners. On February 15, 2024, Blackline announced that it joined the Amazon Web Services ("AWS") Partner Network as an AWS Public Sector Partner. On February 8, 2024, Blackline announced securing a new deal valued at $2.7 million with a major US upstream energy company headquartered in Houston, Texas, involving, among other items, the purchase of over 800 G7c cloud- connected wearable safety devices, 40 EXO cloud-connected area monitors and 75 G7 Docks.
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20 Year ended October 31, 2023 On October 31, 2023, Blackline announced the expansion of its credit facility with ATB Financial to $25 million (previously $15 million) as well as an extension of the facility for two years from closing. The credit facility will maintain the $5 million accordion feature to increase the size of the facility, subject to ATB Financial approval. On October 19, 2023, Blackline announced new features for the G7 EXO area gas monitor to be available in April of 2024. On October 17, 2023, Blackline announced new features for the G6 single -gas detector including real -time connectivity, emergency SOS and an expanded suite of data and reporting analytics. On September 27, 2023, Blackline announced securing a new deal valued at $3.5 million with a leading North American infrastructure company involving, among other items, the purchase of over 850 G7x cloud -connected wearable safety devices. On September 6, 2023, Blackline announced securing new deals in the previous six months totaling over $1.3 million with three of the world's leading energy companies in Oman, Saudi Arabia and United Arab Emirates to protect over 1,000 workers. On May 17, 2023, Blackline announced a four-year lease contract valued at $3.2 million with an energy company in the Permian Basin, protecting 1,000 workers with Blackline's G7c cloud -connected wearable safety devices. On April 12, 2023, Blackline announced that through its wholly-owned subsidiary, Blackline Safety SPV Seller Corp., it had completed the establishment of a new securitization program ("Securitization Program") with CWB Maxium Financial, Inc. (" CWB Maxium "), to purchase receivables that stem from Blackline's leasing program. The Securitization Program with CWB Maxium will have a renewable one-year term and replaces Blackline's requirement to fully finance its customer lease obligations, with a new purchase facility based on lease purchases of up to $15 million (CAD) and $35 million (USD) for its safety wearables and area gas monitoring equipment. Under the securitization facility, leases are sold to the CWB Maxium on a fully serviced and non -recourse basis, at a discount equal to the yield on a Gove rnment of Canada Bond or US Treasury Bond with a term to maturity that most closely matches the term of the relevant lease contracts forming part of the tranche plus 375 basis points. On March 21, 2023 Dr. John Finbow retired as a director of the Company. On February 23, 2023, Blackline announced various changes to leadership roles in the Company. The changes included Sean Stinson, the Chief Growth Officer, being promoted to the additional role of President, Christine Gillies expanding her responsibilities for a new role as Chief Product & Marketing Officer, Meaghan Whitney being promoted to the role of Chief People Officer, and Brendon Cook taking on the role of Chief Information Officer. In addition, Brian Sweeney, previously Blackline's Chief Technology Officer, departed the Company. On February 9, 2023, Blackline launched its first European Union service centre to be opened in France to support Blackline's rental offering in Europe. On January 9, 2023, Blackline announced its largest order to date from the Middle East with one of the world's largest energy and petrochemical companies with a $1 million lifetime value. On December 21, 2022, Blackline announced securing a contract with a global integrated energy company valued at over $1 million, protecting over 1,500 workers with Blackline's G7c cellular wearables. On November 28, 2022, Blackline announced various multi-year contracts with large, international customers across the Middle East and Europe valued at $1.8 million.
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21 SIGNIFICANT ACQUISITIONS Blackline has not completed any significant acquisitions during its most recently completed financial year for which disclosure is required under Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations. CAPITAL STRUCTURE The Company is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series (the " Preferred Shares"). As at the date of this Annual Information Form, an aggregate of 87,006,206 Common Shares and no Preferred Shares were issued and outstanding. The following is a summary of the rights, privileges, restrictions and conditions attaching to each class of shares. Common Shares The holders of Common Shares are entitled to one vote per share at all meetings of our Shareholders except at meetings of which only holders of a specified class of shares are entitled to vote. The holders of Common Shares are entitled to receive, subject to the prior rights and privileges attaching to any other class of the Company's shares, such dividends as may be declared by the Company. Holders of Common Shares are entitled upon any liquidation, dissolution or winding-up of the Company, subject to the prior rights and privileges attaching to any other class of shares of the Company, to receive the remaining property and assets of the Company. Preferred Shares The Board may at any time and from time-to-time issue Preferred Shares in one or more series, each series to consist of such number of shares as may, before the issuance thereof, be determined by the Board. The Preferred Shares of each series rank on a parity with the Preferred Shares of every other series with respect to accumulated dividends and return of capital. The Preferred Shares shall be entitled to a preference over the Common Shares and over any other shares of the Company ranking junior to the Preferred Shares with respect to priority in the payment of dividends, if declared, and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets among Shareholders for the purpose of winding-up the affairs of the Company. The rights, privileges, restrictions and conditions attaching to the Preferred Shares as a class may be added to, changed or removed but only with the approval of the holders of the Preferred Shares given as specified in the Company's articles. Prior Sales On January 23, 2025, Blackline announced the completion of a private placement financing for aggregate gross proceeds of approximately $26.98 million. In connection with the financing, 4,170,024 Common Shares were issued at an issue price of $6.47 per Common Share. During the year ended October 31, 2025, the Company issued an aggregate of 848,285 Common Shares from options exercised at exercise prices ranging from $1.75 to $6.55 and issued an aggregate of 159,012 Common Shares at issue prices ranging from $6.38 to $7.45 pursuant to the terms of its employee stock purchase plan. Subsequent to the year ended October 31, 2025 (and up to the date of this Annual Information Form), the Company issued an aggregate of 8,128 Common Shares at issue price s ranging from $3.35 to $5.26 pursuant to employees exercising stock options.
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22 DIVIDEND POLICY The Company has not paid any dividends on the Common Shares during the last three financial years. The future payment of dividends will be determined by the Board, and will depend on the financial needs of the Company to fund future growth, the general financial condition of the Company, capital expenditure requirements, potential acquisition opportunities, debt position and other conditions that the Board may consider relevant at such future time, including the satisfaction of the liquidity and solvency tests imposed by the ABCA for the declaration and payment of dividends. The amount of future cash dividends, if any, may also vary depending on a variety of factors, including capital expenditure requirements, contractual restrictions, general and administrative costs and foreign exchange rates. ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER To the Company's knowledge, as of the date of this Annual Information Form, no Common Shares are held in escrow or subject to contractual restriction on transfer. MARKET FOR SECURITIES The Common Shares are listed and posted for trading on the TSX under the symbol "BLN". The following table shows the price range and trading volume of the Common Shares as reported by the TSX for the periods indicated: Period High (Cdn$) Low (Cdn$) Volume 2024 November 6.85 6.10 619,755 December 6.85 6.03 1,231,375 2025 January 7.10 6.30 1,715,139 February 7.61 6.66 1,214,285 March 7.15 6.06 1,923,802 April 6.78 6.00 1,364,264 May 7.89 6.43 975,642 June 7.97 7.08 1,049,272 July 7.23 6.25 1,439,035 August 7.21 5.98 1,436,961 September 7.58 6.79 2,313,118 October 7.63 6.85 848,937 November 7.20 6.52 621,967 December 7.18 6.38 997,077 2026 January (1 to 13) 6.95 6.33 325,311 DIRECTORS AND OFFICERS The names, provinces/states and countries of residence, positions with the Company and principal occupation during the last five-years of the directors and executive officers of the Company are set out below and in the case of directors, the period each has served as a director of the Company.
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23 Name, State/Province and Country of Residence Position Principal Occupation Cody Slater Alberta, Canada Chief Executive Officer and a Director (Chair of the Board) since February 25, 2009 Mr. Slater has served as Chief Executive Officer of Blackline since January 10, 2011 and has been a director of the predecessor to Blackline's business (Blackline GPS Inc.) since February 25, 2009 and a director of Blackline's corporate predecessor (Picasso Inc.) since October 2006. Prior thereto, Mr. Slater was an independent businessman. Mr. Slater was the founder of BW Technologies Ltd. (a TSX listed company). Mr. Slater remained the President and CEO of BW Technologies Ltd. through 2006 when the company was acquired by Honeywell. Mr. Slater is the recipient of numerous awards including Canada's Top 40 Under 40, Alberta's Most Influential Top 50 People, Ernst and Young's Entrepreneur of the Year, and the Certificate of Merit for Business Excellence by Industry, Science, and Technology Canada. Michael Hayduk, K.C.(1) (2) Alberta, Canada Director since February 25, 2009; Corporate Secretary since June 11, 2021 Mr. Hayduk is an independent businessman since 2021. Mr. Hayduk was formerly a lawyer practicing with Smith Mack Lamarsh from January 2007 until retiring from practice in 2021. Prior thereto, Mr. Hayduk was an associate and Partner with Miller Thomson LLP. Mr. Hayduk's practice has focused on commercial, corporate and securities law since 1981 when he joined the Alberta Securities Commission and from 1987 to 2006 when he practiced at Miller Thomson LLP and its predecessors. Mr. Hayduk holds a Bachelor of Laws from the University of Alberta and a Master of Laws in securities law from York University Osgoode Hall Law School. Robert J. Herdman (1) Alberta, Canada Director since April 5, 2011 Mr. Herdman is an independent businessman since 2010. Mr. Herdman is a Fellow of the Chartered Professional Accountants and was formerly a senior Partner at PricewaterhouseCoopers LLP in Calgary serving that firm's largest Calgary based public clients, with extensive experience in a number of industries including manufacturing, utilities, transportation, mining, oil and gas and financial services. After enjoying a 34-year career with PricewaterhouseCoopers LLP, Mr. Herdman retired from practice in 2010. Mr. Herdman received a Bachelor of Education degree from the University of Calgary and is a Chartered Professional Accountant (CPA). Brad Gilewich (1) (3) Alberta, Canada Director since June 23, 2016 Mr. Gilewich is President of the Katz Group having previously served as Managing Director and Chief Operating Officer. Katz Group has holdings in various sectors including sports and entertainment, real estate, and public and private investments. Mr. Gilewich is responsible for operational and corporate support across Katz Group, and he is also Trustee and the lead executive that directs and oversees the finance fu nction and administration of the Family Office for Mr. Daryl Katz, Owner and Chairman of the Edmonton Oilers Hockey Club. Mr. Gilewich is a CPA and joined Katz Group in 2011 after spending 16 years with PricewaterhouseCoopers LLP, including five years as a Partner.
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24 Name, State/Province and Country of Residence Position Principal Occupation Barbara Holzapfel (2) (3) Washington State, USA Director since March 30, 2021 Ms. Holzapfel is an independent businesswoman since 2024. Ms. Holzapfel previously served as Chief Marketing Officer of Genesys, a software company that sells customer experience and call center technology. Previously she served as Vice President, Microsoft Education at Microsoft Corporation, having previously served as Chief Marketing Officer for two fin -tech companies, and as Senior Vice President and Managing Director for SAP Labs North America. Ms. Holzapfel earned her master's degree in business administration from the University of Michigan and the University of Saarbrücken, Germany. Jason W. Cohenour (2) (3) (4) Washington State, USA Director since September 13, 2022 Mr. Cohenour is an independent businessman since 2018. Mr. Cohenour previously served as President, Chief Executive Officer, and director at Sierra Wireless, Inc. ("Sierra") from 2005 to 2018. During this time, Mr. Cohenour led a successful business turn-around, resulting in revenue growth of nearly 800% to an annualized run rate of over $1 billion. He also led a multi -year business transformation, pivoting the company from a mobile computing pure play to the global leader in intelligent wireless solutions for IoT. Prior to this role, Mr. Cohenour held several executive positions at Sierra from 1996 to 2005, including Vice President of Sales, and Chief Operating Officer. Mr. Cohenour has also served on the boards of CalAmp, RF Industries and Lantronix. Vasi Philomin Washington State, USA Director since September 11, 2025 Since July 2025, Mr. Philomin has served as the Executive Vice President Data and AI at Siemens, a German multinational technology company that focuses on industry, infrastructure, transport, and healthcare , where he is responsible for accelerating the development of the company’s AI portfolio across industrial applications. From June 2017 to June 2025, Mr. Philomin served as Vice President & General Manager, Generative AI for Amazon where he spearheaded the creation of Amazon Bedrock, a platform that enabl es enterprises to rapidly build and scale generative AI applications. He also helped lead AWS’s generative AI and product strategy efforts, including the development and deployment of foundation models via Bedrock. Mr., Philomin holds a Ph.D. in Computer Science and dual Master’s degrees in Mechanical Engineering and Computer Science from the University of Maryland, USA. Robin Kooyman Alberta, Canada Chief Financial Officer Chief Financial Officer of Blackline since September 2024. Prior thereto, Chief Financial Officer at Charger Ready Properties, an energy transition business. Prior thereto, Chief Financial Officer at Certarus, a rapidly growing North American distributor of low carbon energy solutions which was sold for over $1 billion. Prior thereto, SVP Investor Relations for Brookfield in their renewable power and transition group from January 2020 to May 2022. Prior to this role, Ms. Kooyman held several positions at RB C Capital Markets and TD Securities from 2009 to 2019.
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25 Name, State/Province and Country of Residence Position Principal Occupation Kevin Meyers Alberta, Canada Chief Operating Officer Chief Operating Officer of Blackline since December 2008. Prior thereto, VP of Operations at Imaging Dynamics Corporation, a publicly listed company on the TSXV, from September 2007 to November 2008. Brendon Cook Alberta, Canada Sean Stinson Alberta, Canada Christine Gillies Alberta, Canada Meaghan Whitney Alberta, Canada Chief Information Officer President & Chief Growth Officer Chief Product & Marketing Officer Chief People Officer Chief Information Officer of Blackline since February 2023. Prior thereto, Chief Partnership Officer since December 2020 and Chief Technology Officer and Co-Founder since February 2009. President of Blackline since February 2023 and Chief Growth Officer of Blackline since May 2022. Prior thereto, Chief Revenue Officer of Blackline since December 2020, Vice-President, Sales and Product Management of Blackline since June 2015, Vice President Product Management since April 2014 and Product Portfolio Manager since May 2013. Chief Product & Marketing Officer of Blackline since February 2023, with previous role of Chief Marketing Officer of Blackline since June 2021. Prior thereto Director of Product & Client Marketing at Benevity Corporate Solutions, a company that provides charitable donation - management and grant -management platforms from September 2019 to June 2021, prior thereto Vice -President of Marketing at Aware360 Ltd., a technology safety company, from May 2018 to August 2019 and prior thereto Vice-President of Marketing Communications at Mitacs, a non-profit national research organization, from September 2001 to April 2018. Chief People Officer of Blackline since February 2023. Prior thereto, Vice President of People Services of Blackline since May 2022, Director of People & Engagement of Blackline since March 2021 and Manager of People & Engagement of Blackline since June 2020. Prior thereto, Human Resources Manager IMT Standen's, an IMT company from June 2012 to June 2020. Notes: (1) Member of the Audit Committee. Mr. Herdman is Chair of the Audit Committee. (2) Member of the Governance and Nominating Committee. Mr. Cohenour is Chair of the Governance and Nominating Committee. (3) Member of the Compensation Committee. Ms. Holzapfel is Chair of the Compensation Committee. (4) Lead Independent Director. Each of the Company's directors hold office until the next annual general meeting of Shareholders or until each director's successor is appointed or elected pursuant to the ABCA. As of the date of this Annual Information Form, the directors and officers of the Company, as a group, beneficially owned or controlled or directed, directly or indirectly, 3,920,413 Common Shares or approximately 4.51% of the issued and outstanding Common Shares.
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26 Cease Trade Orders, Bankruptcies, Penalties or Sanctions On June 3, 2024, CalAmp Corp. (" CalAmp") and certain of its affiliated entities voluntarily initiated bankruptcy proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware to effect a restructuring with Lynrock Lake Master Fund LP (" Lynrock"), its principal secured lender, for Lynrock to become the principal equity owner of CalAmp and take CalAmp private. On June 3, 2024, The Nasdaq Stock Market LLC determined to delist CalAmp common stock and to suspend trading thereof on June 12, 2024. CalAmp completed the Chapter 11 restructuring process and take private transaction on July 31, 2024. Mr. Cohenour served as a director of CalAmp from June 1, 2019, until his resignation on July 31, 2024. Mr. Cohenour also served as Interim CEO of CalAmp from August 28, 2023 to January 22, 2024. On August 28, 2024, 2675970 Ontario Inc. (d/b/a Tokyo Smoke) was granted an initial order under the Companies' Creditors Arrangement Act (Canada) by the Ontario Superior Court of Justice (Commercial List) to, among other things, achieve a comprehensive operational and financial restructuring plan. Pursuant to such restructuring, 2675970 Ontario Inc. entered into a share subscription agreement as part of a stalking horse bid with TS Investments Corp., pursuant to which TS Investments Corp. agreed to subscribe for all of the issued and outstanding shares of 2675970 Ontario Inc., which share subscription was approved by the Ontario Superior Court of Justice (C ommercial List) pursuant to an approval and reverse vesting order dated November 28, 2024. Brad Gilewich was a director of 2675970 Ontario Inc. and TS Investment Corp. at the time of filing of the initial order and remains a director of both. Other than the disclosed items above, no other current director or executive officer of the Company has, within the last ten years prior to the date of this document, been a director, chief executive officer or chief financial officer of any issuer (includ ing the Company) that: (i) while the person was acting in the capacity as director, chief executive officer or chief financial officer, was the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, that was in effect for a period of more than thirty (30) consecutive days; or (ii) was subject to an order that was issued, after the director or executive officer ceased to be a director, chief executive officer or chief financial officer of an issuer, and which resulted in the issuer being subject to a cease trade or similar order or an order that denied the relevant issuer access to any exemption under securities legislation, for a period of more than thirty (30) consecutive days, which resulted from an event that occurred while that person was acting as a director, chief executive officer or chief financial officer of the issuer. Other than the disclosed items above, no other current director or executive officer or security holder holding a sufficient number of securities of the Company to affect materially the control of the Company has, within the last ten years prior to the date of this document, been a director or executive officer of any company (including the Company) that, while such person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. Conflicts of Interest The directors and officers of the Company may, from time to time, be involved in the business and operations of other issuers, in which case a conflict may arise. See "Risk Factors". The ABCA provides that in the event a director has an interest in a contract or proposed contract or agreement, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement unless otherwise provided under the ABCA. To the extent that conflicts of interests arise, such conflicts will be resolved in accordance with the provisions of the ABCA. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS Except as disclosed herein, there were no material interests, direct or indirect, of our directors or executive officers, any person or company who beneficially owns or controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares, or any known associate or affiliate of such persons, in any transaction within the three most recently completed financial years that has materially affected or is reasonably expected to materially affect the Company. See "Directors and Officers".
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27 In connection with the subscription and purchase of Common Shares and warrants in the capital of the Company, in February 2014, DAK, an insider of the Company by virtue of its ownership of the Company's voting securities, has been provided the contractual right to nominate a mutually agreeable individual to serve on the Board, subject to customary conditions and approvals, including maintaining a significant equity interest in the Company (5% of the issued and outstanding Common Shares on a non -diluted basis). Brad Gilewich has been presented to the Board by DAK for consideration and nomination as a director of the Company pursuant to DAK's above noted nomination right and Mr. Gilewich serves as a member of the Board of Directors. On June 12, 2024, DAK acquired 2,846,250 Common Shares at an issue price of $4.05 per share for aggregate gross proceeds of approximately $11.5 million. On January 23, 2025, DAK acquired 1,078,834 Common Shares at an issue price of $6.47 per share for aggregate gross proceeds of approximately $6.98 million. INTERESTS OF EXPERTS There is no person or company whose profession or business gives authority to a statement made by such person or company and who is named as having prepared or certified a statement, report or valuation described or included in a filing, or referred to in a filing, made under National Instrument 51 -102 – Continuous Disclosure Obligations by us during, or related to, our most recently completed financial year other than PricewaterhouseCoopers LLP, Chartered Professional Accountants, Blackline's auditors. Pri cewaterhouseCoopers LLP, Chartered Professional Accountants, has confirmed that it is independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta in Canada. In addition, neither PricewaterhouseCoopers LLP, Chartered Professional Accountants, nor any director, officer or employee of PricewaterhouseCoopers LLP, Chartered Professional Accountants, is or is expected to be elected, appointed or employed as a direct or, officer or employee of the Company or of any associate or affiliate of the Company. MATERIAL CONTRACTS Except for contracts entered into in the ordinary course of business, the only material contracts entered into by the Company within the most recently completed financial year, or before the most recently completed financial year but which is still material and is in effect, are: • On October 31, 2025, Blackline renewed and extended its $25 million credit facility with ATB Financial for three years from closing pursuant to the terms of an amended and restated commitment letter dated October 31, 2025. The credit facility increased the accordion feature to $15 million to increase the size of the facility, subject to ATB Financial approval; • the agreement between Blackline and Iridium Satellite LLC dated August 26, 2016 with respect to the provision of satellite services to support Blackline's products. The above listed agreements are available on our SEDAR+ profile at www.sedarplus.ca. TRANSFER AGENT AND REGISTRAR Odyssey Trust Company, at its principal offices in Calgary, Alberta, Vancouver, British Columbia, and Toronto, Ontario, is the transfer agent and registrar of the Common Shares.
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28 AUDIT COMMITTEE INFORMATION The Company's audit committee (the " Audit Committee") is appointed by the Board to assist the Board in fulfilling its oversight responsibilities. The Audit Committee is currently composed of three (3) independent directors (as determined in accordance with National Instrument 52 -110 – Audit Committees ("NI 52 -110")). All three (3) are financially literate, meaning they are able to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the financial statements of Blackline. The Audit Committee's Charter is available in Appendix "A" to this Annual Information Form. Audit Committee Members Robert Herdman, FCPA, FCA, Calgary, Alberta (Chair) Mr. Herdman is a Fellow of the Chartered Professional Accountants and was formerly a senior Partner at PricewaterhouseCoopers LLP in Calgary serving that firm's largest Calgary based public clients, with extensive experience in a number of industries inclu ding manufacturing, utilities, transportation, mining, oil and gas and financial services. After enjoying a 34 -year career with PricewaterhouseCoopers LLP, Mr. Herdman retired from practice in 2010. He currently serves on the boards of directors of two com panies and has served on a number of committees overseeing the practice of accounting in Alberta and as a director for a number of not -for-profit organizations. Mr. Herdman graduated with a Bachelor of Education degree from the University of Calgary. Michael Hayduk, LLM, K.C, Calgary, Alberta Mr. Hayduk was formerly a practicing lawyer since 1978, from 2007 as an associate with Smith Mack Lamarsh, from 1987 to 2006 as associate and partner with Miller Thomson LLP, from 1981 to 1987 as counsel at the Alberta Securities Commission and prior thereto with a small firm. Mr. Hayduk has been a member of the Audit Committee since 2009. He was a director of Valentine Ventures Corp., a listed capital pool corporation, from 2006 to 2010 when the qualifying transaction was completed. He was secretary of Sawtooth International Resources, a listed oil and gas company, from 1997 to 2006. Brad Gilewich, CPA, CA, Edmonton, Alberta Mr. Gilewich is President of the Katz Group having previously served as Managing Director and Chief Operating Officer. Katz Group has holdings in various sectors including sports and entertainment, real estate, and public and private investments. Mr. Gilewich is responsible for operational and corporate support across Katz Group, and he is also Trustee and the lead executive that directs and oversees the finance function and administration of the Family Office for Mr. Daryl Katz, Owner and Chairman of the Edmonton Oilers Hockey Club. Mr. Gilewich is a CPA and joined Katz Group in 2011 after spending 16 years with PricewaterhouseCoopers LLP including 5 years as a Partner. Pre-approval Policies and Procedures – Audit and Non-Audit Services The Audit Committee has adopted policies regarding non-audit services to be rendered by the external auditor which are refinements of the general policies in the Audit Committee's Charter (attached hereto as Appendix "A"): (a) all non-audit services must be approved by the Chair of the Audit Committee in advance of the Company engaging the services of the externa l audit firm; and (b) a separate engagement letter is required for each individual service to be provided by the external auditors. Where non -audit services are approved by the Chair of the Audit Committee in advance of the Company engagin g the services of the external audit firm, the Audit Committee is apprised of such approval at the next meeting of the Audit Committee. Audit Committee Oversight Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt any recommendation of the Audit Committee, including to nominate or compensate an external auditor.
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29 Reliance on Certain Exemptions At no time since the commencement of the Company's most recently completed financial year has the Company relied on any of the exemptions contained in NI 52-110 with respect to independence or the composition of the Company's Audit Committee. Auditor Service Fees The following fees are for services provided by the Company's external auditors, PricewaterhouseCoopers LLP, for the years ended October 31, 2025 and October 31, 2024. Type of Service Provided Year ended October 31, 2025 Year ended October 31, 2024 Audit Fees(1) $495,329 $362,355 Audit-Related Fees(2) $4,383 $86,060 Tax Fees(3) $274,521 $198,036 All Other Fees(4) $128,845 $83,520 Total $903,078 $774,910 Notes: (1) "Audit Fees" include (i) fees necessary to perform the annual audit and quarterly reviews of the Company's consolidated financial statements, and (ii) fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. (2) "Audit-Related Fees" are services that are traditionally performed by the auditor including other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits. (3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit -Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from tax authorities. (4) "All Other Fees" include all other non-audit services, which includes systems and organizational controls audit services and privacy regulation compliance services. RISK FACTORS The following is a summary of certain risk factors relating to our business. The information is only a summary of certain risk factors and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Annual Information Form. An investment in the Common Shares involves a significant degree of risk. Prospective investors should carefully consider the following factors, together with other information contained in this Annual Information Form. Liquidity Risk Liquidity risk is the risk that the Company may be unable to meet its financial obligations as they come due or to fund its operational and growth requirements. The Company’s liquidity has been primarily supported by cash flows from operations, available credit facilities, and equity offerings. The timing of cash inflows and outflows may not always align, and there can be no assurance that additional financing will be available on favorable terms , or at all. The Company’s credit facility contains covenants and restrictions that, if breached, could limit its access to funding. Any inability to access adequate sources of liquidity on a timely basis could materially adversely affect the Company’s financial condition, operational performance, and growth prospects. Additionally, if the Company is unable to renew its credit facility on acceptable terms when its becomes due, there could be a material adverse effect on the Company's financial condition, liquidity and results of operations.
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30 Access to Capital The Company's cash flow from its operations may not be sufficient to fund its ongoing activities at all times and from time to time, the Company may require additional financing in order to carry out its activities. Failure to obtain financing on a timely basis could limit the Company's ability to pursue acquisition opportunities or maintain existing operations. Due to global economic and political volatility, the Company may from time to time have restricted access to capital, increased borrowing costs, have increased uncertainty on timing or size of required funding, increased risks of being overleveraged and dependencies on specific markets for required funding. To the extent that external sources of capital become limited, unavailable or available on onerous terms, the Company's ability to make capital investments and maintain operations could be materially and adversely affected, along with its financial condition, business, and results of operations. In addition, the future development of the Company's business may require additional financing and there are no assurances that such financing will be available or, if available, will be available upon acceptable te rms. Alternatively, any available financing may be highly dilutive to existing Shareholders or substantially alter the Company's capitalization or business structure. The Company may seek access to capital from different sources and/or markets which may place the Company under additional regulatory or compliance requirements. These requirements could be costly and/or cause the Company to be subject to fines or penalties if it is not in compliance. History of Operating Losses Since its incorporation, the Company has recorded an inadequate level of revenue to offset its costs and has an accumulated deficit as at October 31, 2025 of approximately $204 million. The deficit is expected to increase into the future due to the need to invest in research and development and the need to scale the business to profitability and potential for sustained negative cash flow. Debt Service The Company’s ability to make scheduled payments on, or refinance, its debt obligations depend on its financial condition and operating performance, which may be influenced by factors beyond its control. The Company may not generate sufficient cash flows from operations to fund its debt service obligations, including principal and interest payments. If cash flows and capital resources are insufficient, the Company could face substantial liquidity challenges and may be forced to reduce or delay investments, dispose of assets, scale back growth plans, seek additional financing, or restructure its indebtedness. There can be no assurance that alternative measures would be available on commercially reasonable terms, or at all, or that they would allow the Company to meet its scheduled debt service obligations. The Company has a single credit facility with one bank. Failure to meet its obligations under this facility could result in a default, allowing the lender to declare all outstanding amounts immediately due and payable, potentially triggering remedies including, in extreme cases, bankruptcy or liquidation. If the Company breaches any covenants under its indebtedness, it may need to seek waivers from the lender. There can be no assurance that such waivers would be granted on acceptable terms, or at all. Any inability to comply with debt obligations or to obta in waivers could materially and adversely affect the Company’s business, financial condition, and results of operations. Debt Covenants The Company is party to a single credit facility, which contains a number of affirmative, negative and financial covenants that restrict the Company’s discretion in operating its business. These covenants limit, among other things, the Company’s ability to incur additional indebtedness, create liens, make distributions, dispose of assets, make certain investments or acquisitions, provide guarantees, or materially change the nature of its business. The credit facility also includes financial covenants requiring the Company to maintain specified financial ratios and liquidity thresholds.
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31 Compliance with these covenants depends on the Company’s financial and operating performance, which is subject to economic, industry, and market conditions, many of which are outside its control. A deterioration in operating performance, increased debt levels, or other adverse events could cause the Company to breach its covenants. If the Company fails to comply with the covenants in its credit facility, it may be unable to draw on the facility until such non-compliance is cured or waived. A covenant breach may also constitute an event of default, giving the lender the right to accelerate all outstanding indebtedness and enforce its security over the Company’s assets. The Company may be required to seek waivers or amendments to the credit facility, and there is no assurance that such relief would be granted on acceptable terms, or at all. The restrictions in the credit facility may limit the Company’s financial and operational flexibility, constrain its ability to pursue strategic initiatives, and increase its vulnerability to adverse economic conditions. Any default under the credit facility could have a material adverse effect on the Company’s liquidity, financial condition and results of operations. Competition We are in a highly competitive industry that is constantly evolving and changing. We expect this competition to increase as new competitors enter the market. Many of our competitors have greater financial, technical, sales, and production and marketing res ources. We compete with companies that also have established customer bases and greater name recognition. This may allow competitors to respond more quickly and better implement technological developments. There is no assurance that we will be able to comp ete on the same scale as these companies. Such competition may result in reduced sales, reduced margins or increased operating expenses. Supply Chain Disruption We are reliant upon certain key suppliers and partners for products, components or services and no assurances can be given that we will not experience delays or other difficulties in obtaining the same, as a result of trade disputes or other matters. Although we believe there are alternative suppliers for most of our key requirements, if our current suppliers and partners are unable to provide the necessary products, components or services or otherwise fail to timely deliver products, components or services in the quantities or manners required, any resulting delays in the manufacture or distribution of existing products, or the provision of Blackline's services, could have a material adverse effect on our results of operations and our financial condition. Further, unusual supply disruptions, such as disruptions caused by natural disasters or pandemics, could affect availability and cause price increases and cause suppliers and partners to invoke "force majeure" clauses in their agreements, causing shortages of material or the loss of certain services. In certain circumstances, success in offsetting higher material costs with price increases is largely influenced by competitive and economic conditions and could vary significantly. If we are not able to fully offset the effects of material availability and costs, financial results could be adversely affected. Our supply chain is exposed to individual raw materials, the costs of which in certain instances reflect market prices impacted by other market forces. These prices are subject to worldwide supply and demand as well as other factors beyond our control. Although we are sometimes able to pass such price increases to our customers, significant variations in the cost of raw materials can affect our operating results from period to period. The Company also relies on certain software that it licenses from third parties. There can be no assurance that these third-party licenses will continue to be available to the Company on commercially reasonable terms. The loss of, or inability to maintain, any of these licenses could result in delays or reductions in product and service deployment until equivalent software can be developed, identified, licensed and integrated, which could substantially and adversely affect the Company's business, results of operations and financial condition.
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32 Dependence on Key Customers Typically, the Company's sales cycles are long and certain of its orders are subject to re-scheduling, budget deferrals or cancellation, which may lead to fluctuations in the Company's operating results. Many of the Company's products are complex and customers for these products require substantial time to qualify our products and make purchase decisions. These customers often perform, or require us to perform, extensive configuration, testing and evaluation of our products before committing to purchasing them, which can require a significant upfront investment. The sales cycle for these products from initial contact through shipment varies significantly, is difficult to predict and can last more than a year. If the Company fails to anticipate the likelihood, costs, or timing associated with sales of these products, the Company's business and results of operations would be negatively affected. The Company's exposure to several industry verticals may have varying economic drivers that could impact the Company's financial condition and results of operations. The Company may, from time to time, experience order re -scheduling, budget deferrals or cancellations, which can result in fluctuation of our operating results from period to period. Product Liability and Warranty Risk The sale, installation, and use of the Company’s products and services involve inherent risks of product defects, failures, or misuse that could result in product liability claims. The Company also offers standard and extended warranty programs, which expose it to the risk that actual warranty claims may exceed the amounts provided for in the Company’s warranty reserves. Although the Company maintains product liability and warranty insurance, there is no assurance that such coverage will be adequate to satisfy all claims or that insurance will continue to be available on commercially reasonable terms. Claims that exceed insurance coverage or established warranty provisions, or significant changes in legal or regulatory standards across the jurisdictions in which the Company operates, could materially and adversely affect the Company's business, financial condition, and results of operations. Cyber Security and Data Breaches We rely on information technology systems to process, transmit and store electronic information. In addition, a significant portion of internal communications, as well as communication with customers and suppliers depends on information technology. Further , certain of our products depend upon GPS and other systems through which our products interact with government computer systems and other centralized information sources. The Company is subject to a variety of information technology and system risks as a part of its normal course operations, including: potential breakdown, invasion, virus, cyber-attack, cyber-fraud, security breach and destruction or interruption of the Company's information technology systems by third parties or insiders. Cyber risks may be deliberate attacks for the theft of intellectual property or other sensitive information or may be the result of unintentional events. Unauthorized access to these systems by employees or third parties could lead to corruption or exposure of confidentia l, fiduciary or proprietary information, interruption to communications or operations, disruption to our business activities or our competitive position. The Company applies technical and process controls in line with industry-accepted standards to protect our information assets and systems; however, these controls may not be adequate or implemented properly to prevent cyber security breaches and to ensure that our operations are not disrupted. Potential consequences of a material cyber incident include damage to our reputation, litigation and increased cyber security protection and remediation costs. The sign ificance of any such event is difficult to quantify but may in certain circumstances be material and could have a material adverse effect on the Company's business, financial condition and results of operations. It is also possible that unauthorized access to customer data or confidential information may be obtained through inadequate use of security controls by employees, customers, vendors, or business partners. Efforts to prevent bad actors from disrupting our services or otherwise accessing our systems are expensive to develop, implement, and maintain. Such efforts require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated and may limit the functionality of, or otherwise negatively impact, our service offering and systems.
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33 While discussing potential business relationships or other transactions with third parties, the Company may disclose confidential information relating to the business, operations or affairs of this Company. Although confidentiality agreements are generally signed by third parties prior to the disclosure of any confidential information, a breach could put the Company at competitive risk and may cause significant damage to its business. The harm to the Company's business from a breach of confidentiality cannot presently be quantified but may be material and may not be compensable in damages. There is no assurance that, in the event of a breach of confidentiality, the Company will be able to obtain equitable remedies, such as injunctive relief, from a court of competent jurisdiction in a timely manner, if at all, in order to prevent or mitigate any damage to its business that such a breach of confidentiality may cause. Trade Tariffs There may be a material adverse effect on our results of operations and our financial condition if trade barriers or tariffs reduce or restrict our ability to purchase supplies from our key suppliers or our ability to sell our products and services. In the year ended October 31, 2025, 80% of the Company's revenue was derived from sales outside of Canada and the Company intends to continue to pursue international contracts. Changes in governmental regulation between Canada and a particular foreign country, including changes to tariffs, taxes and other trade barriers could adversely affect the Company's business, results of operations and financial condition. With sales in various markets with volatile economic or political environments and the Company's global supply chain, the Company is exposed to heightened risks as a result of economic, geopolitical, or other events. Changes in international trade policy c an also have a substantial adverse effect on the Company's financial condition, results of operations, or the Company's business in general. Steps taken by governments to implement additional or new tariffs have the potential to disrupt existing supply cha ins, impose additional costs on the Company's business, and could lead to other countries attempting to retaliate by imposing tariffs, which would make the Company's products more expensive for customers, and, in turn, could make the Company's products les s competitive. The tariffs on imports to the United States from Canada and Mexico (in addition to China), may have a significant adverse effect, including financial, on the overall connected safety technology industry, the Company and the Company's supply chain. Further, any additional tariffs in the United States or retaliatory tariffs imposed by other governments would exacerbate the impact. Growth Management The Company may be subject to growth related risks including pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems a nd to expand, train and manage its employee base. The Company may also be subject to operational complexity while rapidly growing, requirement to scale business, increased market uncertainty and differing regulatory requirements, The inability of the Company to deal with this potential growth and related implications may have a material adverse effect on the Company's business, financial condition, results of operations and prospects. Geopolitical Risks We believe that our continued growth and profitability will require expansion of sales further in the United States, Europe and into other international markets which may expose the Company to increased complexities from operating in multiple markets. This expansion will require significant management attention and financial resources and could adversely affect the Company's operating margins. To increase international sales in subsequent periods, we may establish additional international operations, incur substantial infrastructure costs, hire additional personnel and recruit international distributors. In addition, even with the possible recruitment of additional personnel and international distributors, there can be no assurance that we will be successful in maintaining or increasing international market demand for our products and services.
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34 Technology Risk Our success may depend in part on our ability to develop products that keep pace with the continuing changes in technology, evolving industry standards and changing customer and end -user preferences and requirements. Our products embody complex technology that may not meet those standards, changes and preferences. We may be unable to successfully address these developments on a timely basis or at all. Failure to respond quickly and cost-effectively to new developments through the development of new products or enhancements to existing products could cause us to be unable to recover significant research and development expenses and could reduce our revenue. Our products are highly technical and complex and, when deployed, may contain errors, defects or security vulnerabilities. We must develop our products to keep pace with the rapidly changing market. Products and services as sophisticated as ours could contain undetected errors or defects, especially when first introduced or when new models or versions are released. Such occurrences could result in damage to our reputation, lost revenue, diverted development resources, increased customer service and support costs, warranty claims, and litigation. Errors, viruses or bugs may be present in software or hardware that we acquire or license from third parties and incorporate into our products or in third-party software or hardware that our customers use in conjunction with our products. Changes to third-party software or hardware that our customers use in conjunction with our software could also render our applications inoperable. Any errors, defects or security vulnerabilities in our produc ts or any defects in, or compatibility issues with, any third-party hardware or software or customers' network environments discovered after commercial release could result in loss of revenues or delay in revenue recognition, loss of customers, theft of tr ade secrets, data or intellectual property and increased service and warranty cost, any of which could adversely affect our business, financial condition, and results of operations. Undiscovered vulnerabilities in our products alone or in combination with third-party hardware or software could expose them to hackers or other unscrupulous third parties who develop and deploy viruses, and other malicious software programs that could attack our products. Actual or perceived security vulnerabilities in our prod ucts could harm our reputation and lead some customers to return products, to reduce or delay future purchases, or use competitive products. Market Acceptance We must continue to make significant investments in research and development to develop new products, enhance existing products and achieve market acceptance for such products. However, there can be no assurance that development-stage products will be succ essfully completed or, if developed, will achieve significant customer acceptance. If we are unable to successfully define, develop and introduce competitive new products, and enhance existing products, our future results would be adversely affected. The safety industry is characterized by rapidly changing customer preferences which require us to address multiple delivery platforms, new mobile devices and cloud computing. Life cycles of hardware and software products can be short and this can exacerbat e the risks associated with developing new products. The introduction of third -party solutions embodying new, disruptive technologies and the emergence of new industry standards could make our existing and future software solutions and other products obsol ete or non-competitive. If we are not able to develop hardware and software and other solutions that address the increasingly sophisticated needs of our customers, or if we are unable to adapt to new platforms, technologies or new industry standards that impact our markets, our ability to retain or increase market share and operating results could be materially adversely affected. Dependence on Key Personnel Our success is largely dependent upon the performance of key personnel. The unexpected loss or departure of any of the key officers or employees could be detrimental to our future operations. Our success will depend, in part, upon our ability to attract and retain qualified personnel, as they are needed. The competition for highly skilled technical, research and development, management, and other employees is high in the industries in which we operate. There can be no assurance that we will be able to engage the services of such personnel or retain our current personnel. Investors must rely upon the ability, expertise, judgment, discretion, integrity and good faith of our management.
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35 Third-Party Dependence Many of our products rely on signals from satellites and other ground support systems or applications that we do not own or operate. Such applications are complex and subject to electronic, mechanical or software failures and possible sabotage. In respect of satellite services, satellites have limited design lives and are subject to damage by the hostile space environment in which they operate. If a significant number of satellites were to become inoperable, there could be a substantial delay before they are replaced with new satellites. A reduction in the number of operating satellites would impair the current utility of our satellite enabled devices and/or the growth of current and additional market opportunities, which would adversely affect our results of operations and customer satisfaction may suffer which may result in loss of customers as well as litigation. In addition, there is no assurance that the US government will remain committed to the operation and maintenance of GPS satellites over a long period of time; or, that the policies of the US government for the commercial use of GPS without charge will remain unchanged. Our products are dependent on radio frequency spectrum and products may be subject to h armful interference from modified spectrum uses or intentional jamming. Privacy and Data Regulations The management, use and protection of data, including sensitive data, are becoming increasingly important, particularly given the high value attributed to data and the potential exposure to operational risks, reputational risks, and regulatory compliance risks and the coming into force of the General Data Protection Regulation by the European Union in May 2018, and the expected proliferation of similar regulatory frameworks in other regions. Further, as our collaboration with third parties continues to grow and as we adopt new technologies and business models, our potential exposure to regulatory compliance, operational and reputational risk increases. If we fail to comply with applicable privacy laws, we could be subject to regulatory penalties, experience damage to our reputation or a loss of confidence in our products and services. We may also incur additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could adversely affect our business, operations or financial results. Furthermore, the adoption of emerging technologies, such as cloud computing, artificial intelligence, process automatization and robotics and additional data regulation could lead to both new and complex risks that require continued focus and investment to manage effectively. We identify, assess and manage the operational risk associated with the implementation of new technologies prior to their adoption. Litigation In the normal course of the Company's operations, it may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions. Potential litigation may develop in relation to personal injuries, property damage, patent infringement and contract disputes. The outcome with respect to outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to the Company and could have a material adverse effect on the Company's assets, liabilities, business, financial condition and results of operations. Even if the Company prevails in any such legal proceedings, the proceedings could be costly and time-consuming and may divert the attention of management and key personnel from business operations, which could have an adverse effect on the Company's financial condition.
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36 Intellectual Property The industry in which we operate has many participants that own, or claim to own, proprietary intellectual property. We may receive in the future, claims from third parties alleging that the Company has infringed the intellectual property rights of others and we may in the future commence lawsuits against others whom the Company believes are infringing upon its rights. Determination of the rights to intellectual property is very complex and costly litigation may be required to establish if we have violated the intellectual property rights of others or if others have violated the Company's intellectual property rights. The Company's involvement in intellectual property litigation could result in significant expense, adversely affecting the development of its assets or intellectual property or diverting the efforts of its technical and management personnel, whether or not such litigation is resolved in the Company's favour. In the event of an adverse outcome as a defendant in any such litigation, the Company may, among other things, be required to: (a) pay substantial damages and third-party litigation costs; (b) cease the development, use, sale or importation of products that infringe upon other patented intellectual property; (c) expend significant resources to develop, license or acquire non-infringing intellectual property; (d) discontinue products incorporating infringing technology ; (e) obtain licences to the infringing intellectual property; and/or (f) incur legal and other costs. The Company may not be successful in such development or acquisition, or such licences may not be available on reasonable terms. Any such development, acquisition or licence could require the expenditure of substantial time and other resources and could have a material adverse effect on the Company's business and financial results. We license the software, technologies and intellectual property underlying some of our software from third parties. These third-party licenses may not continue to be available to us on commercially reasonable terms, or at all, and the software and technologies may not be appropriately supported, maintained or enhanced by the licensors. Some of our licenses are subject to annual renewals at the discretion of the licensors. In some cases, if we were to breach a provision of these license agreements, the licensor could terminate the agreement immediately. The loss of licenses, or inability to support, maintain and enhance, any such third-party software or technology could result in increased costs, or delays in software releases or updates, until such issues have been resolved. This could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects. We also incorporate open source software into our products. Although we monitor our use of open source software, the terms of many open source licenses have not been interpreted by US and Canadian courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to market or sell our products or to develop new products. In that case, we could be forced to seek licenses from third- parties in order to continue offering our products, to disclose and offer royalty -free licenses in connection with our own source code, to re -engineer our products or to discontinue the sale of our products in the event re -engineering cannot be accomplished on a timely basis, any of which could materially adversely affect our business. Proprietary Protection Our success will depend, in part, on our ability to obtain patents, maintain trade secrets and unpatented know -how protection and to operate without infringing on the proprietary rights of third parties or having third parties circumvent our rights. We rely on a combination of contract, copyright, patent, trademark and trade secret laws, confidentiality procedures and other measures to protect our proprietary information. There can be no assurance that the steps taken will prevent misappropriation of our proprietary rights. Our competitors could also independently develop technology similar to our technology. Although we do not believe that our products or services infringe on the proprietary rights of any third parties, there can be no assurance that infringement or invalidity claims (or claims for indemnification resulting from infringement claims) will not be asserted or prosecuted against us, or that any such assertions or prosecutions will not materially adversely affect our business, financial condition or results of operations. Irrespective of the validity or the successful assertion of such claims, we could incur significant costs and diversion of res ources with respect to the defence thereof, which could have a material adverse effect on our business.
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37 Government Regulation Our products are subject to government regulation, including certain quality and related certifications, in the regions in which we operate. Although we believe that we have obtained the necessary approvals and certifications for the products that we currently sell, we may not be able to obtain approvals for future products on a timely basis, or at all. In addition, regulatory requirements may change, or we may not be able to obtain regulatory approvals from countries in which we may desire to sell products in the future. Regions in which the Company operates may be subject to uncertain regulatory regimes in which we may be exposed while expanding the business. Certain regulatory certifications or permits whic h we, or our products, may require from time to time may be subject to lengthy and detailed application processes, which could result in increased time to market for our developed products or generate sales in respect of our developed products or prohibit the Company from selling or marketing certain of its products or services. Taxes The Company files all required income tax returns and believes that it is in full compliance with the provisions of the Income Tax Act (Canada), the Internal Revenue Code (US), His Majesty's Revenue and Customs (UK), the Direction Générale des Finances Publiques (France) and all other applicable federal, national, provincial/state tax legislation. However, such returns are subject to reassessment by the applicable taxation authority. In the event of a successful reassessment of the Company, such reassessment may have an impact on current and future taxes payable. Th e Company is exposed to indirect tax laws which are more complex across multiple regions in which the Company operates. Variations in how indirect taxes are applicable in each jurisdiction and changes to indirect tax laws in which the Company is required to comply may impact the Company's current tax application. Credit Risk We have an exposure to credit risk related to trade balances owing from customers. In the normal course of business, we monitor the financial condition of our customers and review the credit history of new customers to establish credit limits and terms. We establish a loss allowance that corresponds to the credit risk of our customers, historical trends and economic circumstances to the best of our abilities. Losses could be realized by us if customers default on their balances owing. To the extent that any of such third parties go bankrupt, become insolvent or make a proposal or institute any proceedings relating to bankruptcy or insolvency, it could result in the Company being unable to collect all or portion of any money owing from such parties. Any of these factors could materially adversely affect the Company's financial and operational results. Foreign Currency Exchange Rate Fluctuations and Interest Rates Sales of our products and services are transacted in Canadian dollars, United States dollars, Euro, British pounds, Australian dollars and other currencies. Expenses are incurred in US dollars, Australian dollars, Canadian dollars, British pound, Euro and other currencies, and as a result, we are exposed to risk associated with those currency fluctuations. The Company's functional currency is the Canadian dollar and a stronger Canadian dollar, compared to the currencies of countries where Blackline is selling its products, makes our products more expensive to customers in those countries. As a result, a strengthening Canadian dollar could have a negative impact on sales to such countries. As our operations are expanding with increased global sales, it is expected that it may be necessary to transact sales in foreign currencies rather than Canadian dollars, thus exposing us to additional foreign currency risk. An increase in interest rates could result in a significant increase in the amount the Company pays to service debt, resulting in a reduced amount available to fund its business activities. Such an increase could also negatively impact the market price of the Common Shares.
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38 Radio Frequency Spectrum Risks Some of our products depend on satellite signals and on terrestrial communication bands. International allocations of radio frequency are made by the International Telecommunications Union ("ITU"), a specialized technical agency of the United Nations. The ITU's allocations are governed by radio regulations that have treaty status and which may be subject to modification every two to three years by the World Radio Communication Conference. Each country regulates how each band is used in the country. In the United States, the Federal Communications Commission ("FCC") and the National Telecommunications and Information Administration share responsibility for radio frequency allocations and spectrum usage regulations. Any ITU or local reallocation of radio frequency bands, including radio frequency band segmentation and sharing of spectrum, or other modifications of the permitted uses of relevant frequency bands, may materially and adversely affect the utility and reliability of our products and have significant negative impacts on our customers, both of which could reduce demand for our products. For example, the FCC is currently considering proposals to repurpose spectrum adjacent to the GPS bands for terrestrial broadband wireless operations throughout the United States. If the FCC implements such proposals, or similar proposals, terrestrial broadband wireless operations could create harmful interference to GPS receivers within range of such operations and impose costs to retrofit or replace affected receivers. Climate Change and Energy Transition Blackline is committed to responsibly managing the regulatory, physical and market impacts of climate change on its business. While the ultimate impact of climate change and related regulatory or market responses is uncertain, we recognize that they could be significant. Potential impacts include increases in energy costs, raw material and transportation costs, and operational costs, as well as changes in demand for our products driven by evolving customer needs and market preferences. Increasing environmental regulations on natural resources, pipeline, transportation, utilities and other industrial companies could adversely impact certain of our customers' businesses which may impact demand for our products. It is too soon for us to predict with any certainty the ultimate impact of additional regulation, either directionally or quantitatively, on our overall business, results of operations or financial condition. Physical impacts of climate change on our facilities, suppliers, and customers —such as extreme weather events—may disrupt our supply chain, operations, or sales. These potential physical effects may adversely impact the demand for our products and the cost, production, sales and financial performance of our operation. Dilution We may make future acquisitions or enter into financings or other transactions involving the issuance of Common Shares of the Company which may be dilutive to current and future holders of our Common Shares. Forward-Looking Information May Prove Inaccurate Shareholders and prospective investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. Additional information on risks, assumptions and uncertainties are found in the section "Special Note Regarding Forward-Looking Statements". Artificial Intelligence and Technology Risk Blackline increasingly relies on software, analytics, and automation technologies, including artificial intelligence (AI), to support its operations, product development, and customer solutions. While AI offers efficiency and insight, it also introduces potential risks. These include erro rs or biases in AI algorithms, cybersecurity vulnerabilities, reliance on third-party AI platforms, regulatory or legal scrutiny, and evolving industry standards for the ethical and responsible use of AI. Any failure or limitation in AI systems could disru pt operations, compromise product quality, impact customer satisfaction, or result in reputational, regulatory, or financial consequences.
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39 Insurance and Coverage Adequacy The Company maintains product liability insurance; however, its coverage may not extend to all potential risks. The Company may face losses from business interruption, cyber incidents, natural disasters, or other extreme events that could exceed available insurance coverage or may not be fully covered under existing policies. There can be no assurance that current insurance policies will be sufficient to cover all potential liabilities, and insufficient coverage could materially and adversely affect the Company’s financial condition, operations, and results. LEGAL PROCEEDINGS AND REGULATORY ACTIONS We are not aware of any proceedings or penalties against the Company (including any contemplated proceedings), or any actions or penalties under securities legislation or by a securities regulatory authority (or any settlement agreements entered into before a court relating to securities legislation or with a securities regulatory body) during the year ended October 31, 2025 or otherwise. ADDITIONAL INFORMATION Additional information, including directors' and officers' remuneration and indebtedness, principal holders of our securities and securities authorized for issuance under our equity compensation plans, as applicable, is contained in our information circula r for the most recent annual meeting of Shareholders that involved the election of directors. Additional financial information is contained in our consolidated financial statements for the year ended October 31, 2025 and the related management's discussion and analysis, which are available on SEDAR+ at www.sedarplus.com. Documents affecting the rights of security holders, along with additional information relating to the Company, may also be found on SEDAR+ at www.sedarplus.com. For additional copies of this Annual Information Form and the materials listed in the preceding paragraph, please contact Blackline Safety Corp. at: Unit 100, 803-24 Avenue S.E. Calgary, Alberta T2G 1P5 Tel: (403) 451-0327 Fax: (403) 451-9981 investors@blacklinesafety.com
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A-1 APPENDIX "A" BLACKLINE SAFETY Corp. Audit Committee Mandate and Terms of Reference Role and Objective The Audit Committee (the "Committee") is a committee of the board of directors (the "Board") of Blackline Safety Corp. ("Blackline" or the "Corporation") to which the Board has delegated its responsibility for the oversight of the following. Unless the context otherwise requires, all references herein to the Corporation or Blackline shall include its direct and indirect subsidiaries. 1. nature and scope of the annual audit; 2. the oversight of reporting by management of Blackline (" Management") on internal accounting standards and practices; 3. the review of financial information, accounting systems and procedures; 4. financial reporting and financial statements, and has charged the Committee with the responsibility of recommending for approval of the Board, the audited financial statements, interim financial statements and other mandatory disclosure releases containing financial information. The primary objectives of the Committee are to: 1. assist directors of Blackline ("Directors") in meeting their responsibilities (especially for accountability) in respect of the preparation and disclosure of the financial statements of the Corporation and related matters, including compliance with legal and regulatory requirements; 2. facilitate communication between Directors and external auditors; 3. consider the external auditor’s independence; 4. assess the credibility and objectivity of financial reports, the financial reporting process and internal controls over financial reporting; 5. strengthen the role of the independent Directors by facilitating in-depth discussions between Directors on the Committee, Management and external auditors; 6. maintain oversight of financial risk identification, assessment and management programs; and 7. establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal controls or auditing matters.
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A-2 Membership of Committee 1. The Board will appoint members to the Committee. The Committee will be composed of at least three (3) Directors or such greater number as the Board may determine from time to time, and all members of the Committee shall be "independent" (as such term is us ed in National Instrument 52-110 – Audit Committees ("NI 52-110") unless the Board determines that the exemption contained in NI 52-110 is available and determines to rely thereon. 2. The Board will from time to time designate one of the members of the Committee to be the Chair of the Committee (the "Chair"). 3. All of the members of the Committee must be "financially literate" (as defined in NI 52-110) unless the Board determines that an exemption under NI 52-110 from such requirement in respect of any particular member is available and determines to rely thereon. Mandate and Responsibilities of Committee It is the responsibility of the Committee to: 1. oversee the work of the external auditors, including the resolution of any disagreements between Management and the external auditors regarding financial reporting; 2. satisfy itself on behalf of the Board with respect to Blackline's internal control systems, including financial and non-financial elements; identify, monitor and mitigate business risks; and compliance with legal, ethical and regulatory requirements; 3. review the annual and interim financial statements of the Corporation and related management's discussion and analysis ("MD&A") prior to their submission to the Board for approval. The process should include but not be limited to: (a) reviewing changes in accounting principles and policies, or in their application, which may have a material impact on the current or future years’ financial statements; (b) reviewing significant accruals, reserves or other estimates such as impairment calculations; (c) reviewing accounting treatment of material unusual or non-recurring transactions; (d) ascertaining compliance with covenants under loan or other credit facility agreements; (e) reviewing subsequent events and related disclosures; (f) reviewing disclosure requirements for commitments and contingencies; (g) reviewing adjustments raised by the external auditors, whether or not included in the financial statements; (h) reviewing unresolved differences between Management and the external auditors; (i) obtaining explanations of significant variances with comparative reporting periods; and (j) determining through inquiry if there are any related party transactions and ensuring that the nature and extent of such transactions are properly disclosed;
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A-3 4. in addition to the review of financial statements and MD&A described above, review public disclosure containing audited or unaudited financial information (including, without limitation, annual and interim press releases and any other press releases disclosing earnings or financial results, prospectuses, and if applicable, the annual information form) before release and prior to Board approval. The Committee must be satisfied that adequate procedures are in place for the review of Blackline's disclosure of all other financial information and will periodically assess the accuracy of those procedures; 5. with respect to the appointment of external auditors by the Board: (a) conduct an annual evaluation of the performance of the external auditors through discussions with the CFO and CEO following the conclusion of the annual financial statement audit. In addition, perform a periodic, comprehensive review of the external audito rs' performance, including a comprehensive assessment of audit quality, independence, and effectiveness, to determine whether initiating a request for proposal (RFP) for external audit services is deemed necessary. (b) recommend to the Board the external auditors to be nominated; (c) recommend to the Board the terms of engagement of the external auditor, including compensation and a confirmation that the external auditors will report directly to the Committee; (d) on an annual basis, review and discuss with the external auditors all significant relationships such auditors have with the Corporation to determine the auditors' independence; (e) monitor the relationship between Management and the external auditor including reviewing any Management letters or other reports of the external auditor and discussing any material differences of opinions between Management and the external auditor; (f) when there is to be a change in external auditors, review the issues related to the change and the information to be included in the required notice to securities regulators of such change; and (g) review and pre-approve any non-audit services to be provided to Blackline by the external auditors and consider the impact on the independence of such auditors. The Committee may delegate to one or more independent members the authority to pre –approve non –audit services, provided that the member(s) report to the Committee at the next scheduled meeting such pre –approval and the member(s) comply with such other procedures as may be established by the Committee from time to time; 6. review with external auditors (and internal auditor if one is appointed by Blackline) their assessment of the internal controls of Blackline, their written reports containing recommendations for improvement, and Management’s response and follow -up to any i dentified weaknesses. The Committee will also review annually with the external auditors their plan for their audit and, upon completion of the audit, their reports upon the financial statements of Blackline; 7. review risk management policies and procedures of the Corporation (i.e., hedging, litigation, third party credit risk, insurance and cybersecurity). In this regard, the Committee shall regularly: (a) identify and review the principal business risks, including potential emerging risks, of the Corporation and the actions taken by the Corporation to mitigate the risks;
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A-4 (b) identify and review the principal financial risks and exposures of the Corporation, together with mitigating strategies, including physical and financial positions in commodities markets, derivatives strategies, capital commitments, foreign exchange exposu res, and exposure to interest rate fluctuations, as well as liaising with the Governance and Nominating and Compensation Committees on non-financial risks and exposures including, but not limited to, risks relating to health, safety, diversity, environmental and social matters; (c) review the policies and activities of the Corporation's finance group and the financial risks arising from those activities, including any proposed authorities of Management from the Board for the hedging of the exposures; (d) review, and if desirable, recommend changes to the insurance program including coverage for property damage, business interruption and liabilities; (e) review and identify information technology, information systems and cybersecurity risks of the Corporation; 8. establish a procedure for: (a) the receipt, retention and treatment of complaints received by Blackline regarding accounting, internal accounting controls or auditing matters; (b) the confidential, anonymous submission by employees of Blackline of concerns regarding questionable accounting, auditing or other governance and compliance matters; 9. review and approve Blackline's hiring policies regarding partners and employees and former partners and employees of the present and former external auditors of the Corporation; and 10. review and assess annually the company’s Delegation of Authority to consider whether it aligns with the company’s operational needs. The Committee has authority to communicate directly with the internal auditors (if any) and the external auditors of the Corporation. The Committee will also have the authority to investigate any financial activity of Blackline. All employees of Blackline are to cooperate as requested by the Committee. The Committee may also retain persons having special expertise and/or obtain independent professional advice to assist in filling their responsibilities at such compensation as established by the Committee, acting reasonably, and at the expense of Blackline without any further approval of the Board. Meetings and Administrative Matters 1. At all meetings of the Committee every resolution shall be decided by a majority of the votes cast. In case of an equality of votes, the Chair of the meeting shall not be entitled to a second or casting vote and in such cases, the undecided matter should be referred to the Board as a whole. 2. The Chair will preside at all meetings of the Committee, unless the Chair is not present, in which case the members of the Committee that are present will designate from among such members the Chair for purposes of the meeting.
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A-5 3. A quorum for meetings of the Committee will be a majority of its members, and the rules for calling, holding, conducting and adjourning meetings of the Committee will be the same as those governing the Board unless otherwise determined by the Committee or the Board. For greater certainty, a meeting of the Committee may be called by the Chair of the Committee, without the concurrence of any other person. 4. Meetings of the Committee should be scheduled to take place at least four times per year and at such other times as the Chair of the Committee may determine . Minutes of all meetings of the Committee will be taken. The Chief Financial Officer of Blackline will attend meetings of the Committee, unless otherwise excused from all or part of any such meeting by the Chair of the meeting. 5. The Committee will meet with the external auditor at least quarterly (in connection with the preparation of the quarterly and year -end financial statements) and at such other times as the external auditor and the Committee consider appropriate. 6. Agendas, approved by the Chair, will be circulated to Committee members along with background information on a timely basis prior to the Committee meetings. 7. The Committee may invite such officers, directors and employees of the Corporation as it sees fit from time to time to attend at meetings of the Committee and assist in the discussion and consideration of the matters being considered by the Committee. At e ach meeting, the Committee will meet, including with the external auditors, in-camera without Management present. 8. Minutes of the Committee will be recorded and maintained and circulated to Directors who are not members of the Committee or otherwise made available at a subsequent meeting of the Board. 9. Any members of the Committee may be removed or replaced at any time by the Board and will cease to be a member of the Committee as soon as such member ceases to be a Director. The Board may fill vacancies on the Committee by appointment from among its memb ers. If and whenever a vacancy exists on the Committee, the remaining members may exercise all of the Committee's powers so long as a quorum remains. Subject to the foregoing, following appointment as a member of the Committee, each member will hold such office until the Committee is reconstituted. 10. Any issues arising from Committee meetings that bear on the relationship between the Board and Management should be communicated to the Chair of the Board or, if applicable, to the Lead Director of the Board by the Chair. 11. In discharging its duties under this Mandate, the Committee may investigate any matter brought to its attention and will have access to all books, records, facilities and personnel, may conduct meetings or interview any officer or employee, the Corporation ’s legal counsel, external auditors and consultants and may invite any such persons to attend any part of any meeting of the Committee. 12. The Committee will also review its own performance, at least annually, for purposes of self -evaluation and to encourage the continuing improvement of the Committee in the execution of its responsibilities.