Clear Blue Technologies International Inc. (TSXV: CBLU) (the
"
Company") is pleased to announce a private
placement offering in the aggregate principal amount of up to
$600,000 of convertible unsecured subordinated debentures (each, a
"
Debenture") at a price of $100 per Debenture (the
"
Offering").
The Debentures will bear interest from each
applicable issuance date at 10% per annum, calculated and paid
semi-annually on the last day of June and December of each year to
the date that is 36 months following the Closing Date (the
"Maturity Date"). The first interest payment
will be made on December 31, 2019 and will consist of interest
accrued from and including the closing of each tranche of the
Offering (each, a "Closing Date").
The principal amount of the Debentures will be
convertible into units of the Company (the
"Units") at the option of the holder at any time
prior to the close of business on the last business day immediately
preceding the Maturity Date, at a conversion price of $0.20 per
Unit (the "Conversion Price"), subject to
adjustment in certain events.
Each Unit will be comprised of: (i) one common
share of the Company (each, a "Common Share"); and
(ii) one half of one Common Share purchase warrant (each whole
warrant, "Warrants"). Each Warrant will be
exercisable to acquire one Common Share at an exercise price of
$0.35 per Common Share, subject to adjustment in certain events,
until the Maturity Date; provided however, the Company will have
the right to accelerate the expiry date of the Warrants to a date
which is not less than 30 days after the date on which a written
notice is provided to the holders of Warrants if the daily volume
weighted average trading price of the Common Shares is greater than
$0.70 (subject to adjustment in certain events) for any 10
consecutive trading days on the TSX Venture Exchange (the
"TSXV").
Beginning on the date that is four months plus
one day following the Closing Date, but subject to receipt of any
required approvals, the Company may force the conversion of all of
the principal amount of the then outstanding Debentures at the
Conversion Price on not less than 21 days' notice should the daily
volume weighted average trading price of the Common Shares be
greater than $0.70 (subject to adjustment in certain events) for
any 10 consecutive trading days on the TSXV.
The net proceeds received by the Company will be
used for working capital purposes. The closing of the
Offering is subject to the satisfaction of customary conditions,
including the approval of the TSXV.
The Debentures will be offered and sold by
private placement in Canada to "accredited investors" within the
meaning of National Instrument 45-106 – Prospectus Exemptions and
other exempt purchasers in each province of Canada. All securities
issued under the Offering will be subject to a statutory four month
hold period.
Three members of senior management intend to
participate in the debenture financing.
Update on Q3 Outlook
Guidance.
In the Q3 MD&A the Company provided the
following guidance:
“Based on the prior 8 Proof of Concepts and 3
First Install sales, management provides guidance that we expect to
win at least two more POC and one more First Install in 2019 for a
total of 10 Proof of Concepts and 4 First Installs in 2018/2019.
There can be no assurance we will win a Rollout contract,
however the bid processes currently underway are structured for a
mid-2020 decision by the project operators.”
Based on progress made since the Q3 release on
August 27, 2019 management reiterates the above guidance for two
more Proof of Concept (POC) projects and one more First Install
during the remainder of 2019.
The securities offered have not been, and will
not be, registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act") or any U.S.
state securities laws, and may not be offered or sold in the United
States or to, or for the account or benefit of, United States
persons absent registration or any applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy securities
in the United States, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
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.
About Clear Blue Technologies
International
Clear Blue Technologies International, 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, solar and hybrid power for lighting, telecom, security,
Internet of Things devices, and other mission-critical
systems. Today, Clear Blue has thousands of systems under
management across 35 countries, including the U.S. and Canada.
Clear Blue is publicly traded on the Toronto Venture Exchange under
the symbol CBLU.
Media Contact:Becky NyeSenior AssociateMontieth
& Company155 E 44th St., New York, NY 10017bnye@montiethco.com
+1 646.864.3517
Investor Relations:Miriam TuerkCo-Founder and CEO+1
(855) 733-0119 x200investors@clearbluetechnologies.com
http://www.clearbluetechnologies.com/en/investors
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 Company's beliefs regarding future events, plans or
objectives, many of which, by their nature, are inherently
uncertain and outside of the Company'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 Offering, including the
prospective closing of the Offering.
By identifying such information and statements
in this manner, the Company 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 Company to be
materially different from those expressed or implied by such
information and statements.
An investment in securities of the Company is
speculative and subject to several risks including, without
limitation, the risks discussed under the heading "Risk Factors" in
the Company's listing application dated July 12, 2018. Although the
Company 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 Company has made certain assumptions. Although the
Company 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 Company 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 Company or persons acting on its
behalf are expressly qualified in their entirety by this
notice.
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