Clear Blue Technologies International Inc. (the “Company” or “Clear
Blue”) (TSXV:CBLU) (Frankfurt:0YA) is pleased to announce a
brokered private placement for gross proceeds of up to
approximately CAD$3,000,000 (the “Offering”). Echelon Wealth
Partners Inc. (the “Agent”) will act as Agent and sole bookrunner
for the Offering.
The Offering will consist up to 7,894,800 units
of the Company (each, a “Unit, and collectively the “Units”) at a
price of C$0.38 per Unit (the “Offering Price”). Each Unit consists
of one Common Share (each, a “Common Share”, and collectively the
“Common Shares”) and one-half of one Common Share purchase warrant
(each whole warrant, a “Warrant” and collectively the “Warrants”).
Each Warrant entitles the holder thereof to acquire one Common
Share at a price of C$0.55 per Common Share for a period of 36
months from the closing date of the Offering.
Proceeds from the Offering are anticipated to be
used for sales, marketing, research and development, and working
capital requirements.
The Company will pay a cash commission to the
Agent equal to 7% of the aggregate gross proceeds of the Offering
(2% from the sale of Units to purchasers identified on the
Company’s president’s list) and will issue broker warrants equal to
7% of the number of Units sold under the Offering (2% of the number
of Units from the sale of Units to purchasers identified on the
Company’s president’s list), each exercisable to acquire one Common
Share at the Offering Price for a period of 36 months from the
closing date of the Offering. The Warrants are subject to an
accelerated expiry option whereby the Company can trigger an
accelerated 30-day expiry of the Warrants if the closing price of
the Company’s Common Shares listed on the TSXV remain higher than
$0.85 for 20 consecutive trading days. On the 20th consecutive
trading day above $0.85 (the “Acceleration Trigger Date”), the
Warrant expiry date may be accelerated to 30 trading days after the
Acceleration Trigger Date by the issuance of a news release
announcing such acceleration, within two trading days of the
Acceleration Trigger Date.
The Units 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, and may be sold outside of
Canada on a basis which does not require the qualification or
registration of any of the Common Shares or the Warrants comprising
the Units in the subscriber’s jurisdiction. The Company may also
concurrently offer and sell Units outside of Canada on a
non-brokered, unregistered private placement basis to a limited
number of “accredited investors” (as defined in Regulation D under
the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”)) with whom the Company has substantive
pre-existing relationships, in reliance on exemptions from the
registration requirements of the U.S. Securities Act and applicable
state securities laws or in other jurisdictions where permitted by
law. The securities issued in the Offering will be subject to
applicable hold periods imposed under applicable securities
legislation, including a hold period of 4 months and one day from
the date of issuance. This news release does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities described in this news release. Such securities have not
been, and will not be, registered under the U.S. Securities Act, or
any state securities laws, and, accordingly, may not be offered or
sold within the United States, or to or for the account or benefit
of persons in the United States or “U.S. Persons”, as such term is
defined in Regulation S promulgated under the U.S. Securities Act,
unless registered under the U.S. Securities Act and applicable
state securities laws or pursuant to an exemption from such
registration requirements.
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
34 countries, including the U.S. and Canada. Clear Blue is publicly
traded on the TSX-V under the symbol CBLU and on the Frankfurt
Stock Exchange under the symbol FRANKFURT: 0YA.
Legal Disclaimer
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" and/or "forward-looking statements"
within the meaning of applicable securities laws. Such
forward-looking information and forward-looking statements are not
representative of historical facts or information or current
condition, but instead represent only Clear Blue’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 proposed completion of the Offering and the Company’s proposed
use of the gross proceeds of the Offering.
By identifying such information and statements
in this manner, Clear Blue 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 Clear Blue to be
materially different from those expressed or implied by such
information and statements.
An investment in securities of Clear Blue is
speculative and subject to several risks including, without
limitation, the risks discussed under the heading "Risk Factors" in
Clear Blue's listing application dated July 12, 2018. Although
Clear Blue 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, Clear Blue has made certain assumptions. Although Clear
Blue 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 Clear Blue or
persons acting on its behalf is expressly qualified in its entirety
by this notice.
Investor Relations:
investors@clearbluetechnologies.com
http://www.clearbluetechnologies.com/en/investors
Miriam TuerkCoFounder &
CEOMiriam@clearbluetechnologies.com +1-416-433-3952
Press ContactBecky NyeDirectorMontieth &
Company12 E 49 th St., New York, NY 10017bnye@montiethco.com
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