Clear Blue Technologies International Inc. (Clear Blue or the
"Company") (TSXV: CBLU) (FRANKFURT: 0YA), the Smart Off-Grid™
company, is pleased to announce that it has entered into debt
settlement agreements with certain directors, officers and
employees of the Company to settle aggregate indebtedness of
$340,225 in exchange for the issuance of an aggregate of 2,013,161
common shares of the Company at a price per share of $0.169, being
the volume weighted average price of the Company's common shares 20
trading-day period ended May 29, 2020, thereby allowing the Company
to preserve cash and improve its balance sheet.
As a further cash savings measure, the Company
has granted an aggregate of 365,880 restricted stock units ("RSUs")
to certain members of the Company's senior management team in lieu
of variable cash incentive payments. Each such RSU bears a grant
date of May 29, 2020 and will vest in full on February 1, 2021.
The completion of the Shares for Debt
Transactions is subject to a number of conditions, including the
approval of the TSX Venture Exchange (the "TSXV"). All securities
issued pursuant to the Shares for Debt Transactions will be subject
to a hold period of four months and one day from the date of
issuance in accordance with applicable securities legislation.
The Shares for Debt Transactions involving
directors and officers of the Company will, in each case,
constitute a "related party transaction" under Multilateral
Instrument 61-101 - Protection of Minority Securityholders in
Special Transactions ("MI 61-101"). The Company intends to rely on
the exemptions from the valuation and the minority approval
requirements of MI 61-101 provided for in subsections 5.5(a) and
5.7(a) of MI 61-101, respectively, as the fair market value of the
subject of, and the consideration paid in the Shares for Debt
Transactions, in each case, in relation to the interested parties,
will not represent more than 25% of the Company's market
capitalization, as determined in accordance with MI 61-101. The
participation by these directors and officers in the Shares for
Debt Transactions has been approved by directors of the Company who
are independent in connection with such transactions. No special
committee was established in connection with the Shares for Debt
Transactions, and no materially contrary view or abstention was
expressed or made by any director of the Company in relation
thereto. Further details will be included in a material change
report that will be filed by the Company in connection with the
completion of the Shares for Debt Transactions. The Company
anticipates that the material change report will be filed less than
21 days before the closing date of the Shares for Debt
Transactions, but believes that this shorter period is reasonable
and necessary in the circumstances as the Company wishes to improve
its financial position by reducing its accrued liabilities as soon
as possible.
The Company also wishes to announce that it has
granted an aggregate of 951,000 RSUs and 190,001 options to acquire
Shares of the Company ("Options") to certain
directors, officers, consultants and senior executives of the
Company. Each such RSU bears a grant date of May 29, 2020 and will
vest in full on May 29, 2021, and each such Option issued on
Wednesday, June 3, 2020 using volume weighted average price of the
Company's common shares 20 trading-day period ended June 3, 2020,
and will expire on June 3, 2025.
Lastly, Clear Blue has re-engaged German
Research GmbH ("German Research") as its investor relations
consultant in Germany under an extension to the agreement
originally signed with German Research in November, 2018. Under the
terms of the extension, which can be terminated by either party on
30 days' prior written notice, German Research will receive a cash
payment of approximately $5,500 per month. In addition, Clear Blue
will issue German Research options to purchase 100,000 common
shares of Clear Blue at an exercise price of $0.13 per share,
vesting in accordance with the policies of the TSXV. German
Research and Clear Blue are unrelated and unaffiliated entities,
but German Research and/or its clients may have an interest,
directly or indirectly, in the securities of Clear Blue. There are
no performance factors contained in the agreement.
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 TSXV under the symbol CBLU.
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
Forward-Looking Information
Disclaimer
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 completion of the
proposed Shares for Debt Transactions, including receipt of TSXV
approval of the Shares for Debt Transactions.
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 the 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.
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