This news release does not constitute an
offer to sell or the solicitation of an offer to
buy any securities in any jurisdiction.
(TSXV:CBLU) – Clear Blue Technologies International Inc. (formerly
Dagobah Ventures Ltd.) ("
Clear Blue International"
or the "
Resulting Issuer") is pleased to announce
that it has completed its previously announced business combination
(the "
Transaction") with Clear Blue Technologies
Inc. ("
Clear Blue"). Pending final approval of the
TSX Venture Exchange (the "
TSXV"), the common
shares of the Resulting Issuer are expected to commence trading on
the TSXV at the open of the market on July 19, 2018 under the
symbol "CBLU".
"As the world’s first Smart Off-Grid company,
Clear Blue was founded to meet the global need for clean, reliable,
affordable off-grid power as we transition away from traditional
energy grid distribution," says Miriam Tuerk, co-founder and CEO of
Clear Blue. "To date, our patented Smart Off-Grid™ technology is
being used to power thousands of solar, wind and hybrid-powered
systems, including street lights, telecom systems, security and
other IOT devices, in 34 countries worldwide. Initiatives such as
the Facebook-led Telecom Infra Project are driving huge demand and
market potential. Our listing on the TSXV, Canada’s premium
exchange for technology companies, will provide us with the access
to capital that will ensure we can capitalize on the worldwide
disruption to the existing power infrastructure."
The Transaction
Pursuant to the terms of the Transaction, the
Resulting Issuer acquired all of the issued and outstanding
securities of Clear Blue. The Transaction constitutes a reverse
take-over of the Resulting Issuer, with the Resulting Issuer being
renamed "Clear Blue Technologies International Inc." Under the
terms of an amalgamation agreement among the Resulting Issuer,
2621388 Ontario Ltd. (a wholly-owned subsidiary of the Resulting
Issuer) and Clear Blue, all of the outstanding securities of Clear
Blue were exchanged for equivalent securities of the Resulting
Issuer on a one-for-one basis (following a subdivision of Clear
Blue's common shares on a 2.63452:1 basis), such that former
securityholders of Clear Blue continued as securityholders of the
Resulting Issuer. As a result, 30,289,804 common shares of the
Resulting Issuer were issued to former shareholders of Clear Blue,
including 8,569,000 Resulting Issuer common shares and 4,284,500
warrants to purchase Resulting Issuer common shares issued to
former holders of subscription receipts of Clear Blue issued
pursuant to its previously-announced private placement completed on
February 22, 2018 and March 14, 2018. Immediately prior to the
completion of the Transaction, Clear Blue International effected a
continuance of its corporate existence from the Business
Corporations Act (British Columbia) to the Business Corporations
Act (Ontario) and enacted new by-laws to replace the previously
existing articles of Dagobah Ventures Ltd.
As a result of the completion of the
Transaction, there are: (i) 34,850,353 common shares of the
Resulting Issuer; (ii) 5,589,598 common share purchase warrants of
the Resulting Issuer; (iii) 2,762,812 options to purchase common
shares of the Resulting Issuer; and (iv) 597,205 compensation
options of the Resulting Issuer.
Effective as of the completion of the
Transaction, the board of directors of the Resulting Issuer
consists of Miriam Tuerk, John Tuerk, Mark Windrim, Steven Parry
and Hugh Rogers. The Resulting Issuer's officers are Miriam Tuerk
as Chief Executive Officer, Wayne Pennington as Chief Financial
Officer and Secretary, Mark Windrim as Chief Technology Officer and
John Tuerk as Chief Power Officer.
The Exchange conditionally approved the
Transaction on June 25, 2018. Upon receipt of the Exchange's final
approval, it is anticipated that the Resulting Issuer will be
classified as a Tier 2 technology issuer on the Exchange.
Further information on the Transaction can be
found in the Resulting Issuer's listing application dated July 12,
2018, which is available under the Resulting Issuer's SEDAR profile
at www.sedar.com.
About Clear Blue Technologies International
Inc.
Clear Blue, the "Smart Off-Grid" company, was
founded on a vision of delivering clean, managed, “wireless power”
to meet the global need for reliable, low-cost, off-grid power for
lighting, telecom, security, Internet of Things
("IoT") devices, and other critical systems.
Clear Blue develops and sells "Smart Off-Grid"
power solutions and management services to power, control, monitor,
manage, and proactively service solar and hybrid-powered systems
such as street lights, security systems, telecommunications
systems, emergency power, and IoT devices. Under its Illumient
brand, Clear Blue also sells solar and wind-powered outdoor
lighting systems.
This news release does not constitute an offer
to sell, or a solicitation of an offer to buy, any securities in
the United States. The securities referenced in this press release
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any state securities laws and may not be offered
or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
Forward-Looking Information and
Statements
This press release contains certain
"forward-looking information" within the meaning of applicable
Canadian securities legislation and may also contain statements
that may constitute "forward-looking statements" within the meaning
of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Such forward-looking information and
forward-looking statements are not representative of historical
facts or information or current condition, but instead represent
only the Resulting Issuer’s beliefs regarding future events, plans
or objectives, many of which, by their nature, are inherently
uncertain and outside of Clear Blue's control. Generally, such
forward-looking information or forward-looking statements can be
identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or may contain statements that certain actions, events
or results "may", "could", "would", "might" or "will be taken",
"will continue", "will occur" or "will be achieved". The
forward-looking information contained herein may include, but is
not limited to, information concerning the Transaction, including
receipt of final approval of the Transaction by the Exchange and
the anticipated listing date of the common shares of the Resulting
Issuer on the Exchange.
By identifying such information and statements
in this manner, the Resulting Issuer is alerting the reader that
such information and statements are subject to known and unknown
risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of the
Resulting Issuer to be materially different from those expressed or
implied by such information and statements.
An investment in securities of the Resulting
Issuer is speculative and subject to several risks including,
without limitation, the risks discussed under the heading "Risk
Factors" in the Resulting Issuer's listing application dated July
12, 2018. Although the Resulting Issuer has attempted to identify
important factors that could cause actual results to differ
materially from those contained in the forward-looking information
and forward-looking statements, there may be other factors that
cause results not to be as anticipated, estimated or intended.
In connection with the forward-looking
information and forward-looking statements contained in this press
release, the Resulting Issuer has made certain assumptions.
Although the Resulting Issuer believes that the assumptions and
factors used in preparing, and the expectations contained in, the
forward-looking information and statements are reasonable, undue
reliance should not be placed on such information and statements,
and no assurance or guarantee can be given that such
forward-looking information and statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information and
statements. The forward-looking information and forward-looking
statements contained in this press release are made as of the date
of this press release, and the Resulting Issuer does not undertake
to update any forward-looking information and/or forward-looking
statements that are contained or referenced herein, except in
accordance with applicable securities laws. All subsequent written
and oral forward- looking information and statements attributable
to the Resulting Issuer or persons acting on its behalf is
expressly qualified in its entirety by this notice.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
For more information, please contact:
Miriam Tuerk, CEO Clear Blue Technologies International Inc. T:
+1.647.748.4822
Investor Relations:
invest@clearbluetechnologies.com
Media Relations: Becky Nye Senior Associate Montieth &
Company bnye@montiethco.com T: +1 646 864 3517
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