Clear Blue Technologies International Inc. delivers clean, managed,
wireless power – anywhere and anytime. “Clear Blue” or the
“Company” (TSXV: CBLU) today announced that it has signed two key
contracts:
- a contract with a Telecom operator
in Africa to roll out an initial 500 sites this year. The
entire program is planned for a phased roll out over the next 3 to
5 years. This initial contract is for the year one volumes of
500 systems for an estimated $3.5 million CAD, the majority of
which we anticipate will be booked this year. The Company received
the purchase order for the first 50 systems with the signing of the
contract.
- a $5 million loan facility with
BDC, Canada’s bank for entrepreneurs which includes an initial $2
million tranche delivered April 9th, 2020. The Company intends to
use the proceeds from the BDC loan facility for growth capital and
R&D.
Telecom Project
“The telecom project will deploy 2G and 3G
cellular networks in rural areas of Africa, providing low-cost
mobile internet coverage through commercially sustainable models
that can be scaled and replicated,” said Miriam Tuerk, CEO and
Co-founder, Clear Blue. “It is exciting to see the largest
telecom firms in Africa lead the way with innovative technologies
and business models to bring much-needed communications and
connectivity to the more than one billion underserved people in the
world’s emerging markets.”
Bringing rural mobile internet coverage, with
critical data services, to rural areas can be twice as expensive as
in urban areas when using traditional technologies. Next
generation open cellular-based radio technologies, coupled with
satellite services and Clear Blue’s Smart Off-Grid highly reliable
low cost power services brings a technology solution that makes
this next wave of cellular network coverage possible.
Clear Blue’s Smart Off-Grid technology delivers
clean, managed, wireless power, anywhere and anytime. Clear
Blue’s service team uses its Illumience platform to manage, control
and operate all power systems remotely, ensuring the high
availability and service levels needed for telecom services.
Illumience is the industry's most advanced off-grid
management service, providing real-time, 7x24, remote control,
monitoring, and management of systems using Smart Off-Grid
power.
BDC Loan Facility
Additionally, Clear Blue has received $2 million
from BDC as a first tranche of a $5 million loan facility.
The loan has a 5-year term and consists of an initial period of
interest only payments through August 15, 2022, and a subsequent
period commencing on September 15, 2022, of principal and interest
payments, culminating in a balloon payment at the end of the term.
Subject to meeting certain financial milestones, the Company
has the option to draw down an additional $3 million in $1 million
tranches. The loan is secured against the assets of Clear
Blue and each of Clear Blue's subsidiaries and carries a variable
base interest rate per annum of 7.5%. In addition to the cash
interest a non-compounding payment in kind ("PIK") interest of up
to 9.5% per annum will accrue, depending upon various factors.
This transaction was led by Cheri Corbett,
Director Cleantech Practice for BDC. “Clear Blue has an
innovative and unique technology and business model. Their
presence in 37 countries and their adoption in lighting and telecom
verticals at this early stage of their growth, is quite
impressive. We are pleased to support them as they continue
to scale and grow.”
In connection with the BDC loan facility, the
Company agreed to issue an aggregate of 72,100 common share
purchase warrants (“Warrants”) of the Company to certain existing
debenture holders of the Company as compensation to enter into
postponement agreements in favour of BDC. Each Warrant will be
exercisable for one common share of the Company for a period of 18
months following the date of issuance at an exercise price of $0.50
per common share. All Warrants proposed to be issued by the Company
will be subject to a statutory four month hold period in accordance
with applicable securities legislation. The issuance of the
Warrants is subject to approval from the TSX Venture Exchange.
Certain directors, officers and other insiders
of the Company will acquire direction and control over a total of
18,200 Warrants in connection with the Warrant issuance to existing
debentureholders of the Company. The issuance of securities
to those persons constitutes a related party transaction as defined
under Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The
issuance of securities to the related parties is exempt from the
formal valuation requirements of Section 5.4 of MI 61-101 pursuant
to Subsection 5.5(a) of MI 61-101 and exempt from the minority
shareholder approval requirements of Section 5.6 of MI 61-101
pursuant to Subsection 5.7(1)(a) of MI 61-101. The Company did not
file a material change report 21 days prior to this announcement as
the details of the participation of insiders of the Company had not
been confirmed at that time.
Covid-19 Update
With respect to the ongoing Covid-19 pandemic,
the Company’s distributed, remote management business model and
geographically diverse customer base in 37 countries provides
significant mitigation to the ongoing business risks related to
this virus. With installations provided by our local partners,
travel risk to Company personnel is limited and we have taken steps
to significantly reduce ancillary travel. However,
significant risks remain related to global economic activity as a
result of the virus that could have material impacts on the Company
in general and the two contracts reported herein.
About Clear Blue Technologies
International Inc.
Clear Blue delivers clean, managed, wireless
power – anywhere and anytime. We use our patented Smart Off-Grid
technology, delivered through our Energy-as-a-Service business
model, to manage lighting, telecom, Internet of Things devices, and
other critical systems around the world. Clear Blue has thousands
of systems under management across 37 countries, including the U.S.
and Canada. Clear Blue is publicly traded on the Toronto Venture
Exchange under the symbol CBLU and on the Frankfurt Stock Exchange
(FRANKFURT: 0YA). Learn more at www.clearbluetechnologies.com.
About BDC
BDC is the only bank devoted exclusively to entrepreneurs. It
provides access to financing, both online and in-person, as well as
advisory services to help Canadian businesses grow and succeed. Its
investment arm, BDC Capital, offers a wide range of risk
capital solutions. For 75 years and counting, BDC’s purpose has
been to support entrepreneurs in all industries and all stages
of growth. For more information and to consult more than 1,000 free
tools, articles and entrepreneurs’ stories, visit bdc.ca.
Legal Disclaimers
This news release does not constitute an offer
to sell, or a solicitation of an offer to buy, any of the
securities in the United States. The securities 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.
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.
Forward-Looking Statement
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 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 expected effects of the
Covid-19 pandemic on the Company, the expected use of proceeds from
the BDC loan facility and the potential future draw downs on the
loan facility, the expected issuance of Warrants in connection with
the BDC loan facility and the expected results from the telecom
project.
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. All subsequent written and
oral forward- looking information and statements attributable to
the Company or persons acting on its behalf is expressly qualified
in its entirety by this notice.
Media Contact:Becky Nye Director Montieth &
Company 155 E 44th St., New York, NY 10017
bnye@montiethco.com +1 646.864.3517
Investor Relations:Miriam Tuerk Co-Founder and
CEO+1 (855) 733-0119 x200
investors@clearbluetechnologies.com
http://www.clearbluetechnologies.com/en/investors
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