Clear Blue Technologies International Inc. (the “Company” or
“Clear Blue”) (TSXV:CBLU) (Frankfurt:0YA) is pleased to announce
that it has upsized its previously announced brokered private
placement for gross proceeds of approximately CAD$3,000,000 (the
“Initial Offering”). The Company has upsized the Initial Offering
to gross proceeds of up to approximately CAD$4,350,000 to
accommodate investor demand (the “Offering”). Echelon Wealth
Partners Inc. (the “Agent”) will act as Agent and sole bookrunner
for the Offering.
The Company has granted the Agent an option to
increase the size of the Offering by up to 15%, exercisable in the
discretion of the Agent, in whole or in part, at any time up to 48
hours prior to the final closing date of the Offering (the
"Over-Allotment Option").
The upsized Offering will consist of up to
11,445,000 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,
subject to acceleration as described below.
If the Agent exercises the Over-Allotment Option
in full, the Company will issue a total of 13,157,800 Units, for
total gross proceeds of $ 4,999,964.
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”)) 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.
It is expected that certain directors and
officers of the Company (collectively, the "Insiders") will
participate in the Offering. Any subscriptions by Insiders will be
considered related party transactions within the meaning of TSX
Venture Policy 5.9 and Multilateral Instrument 61-101 ("MI
61-101"). The Company intends to rely on the exemptions from the
valuation and minority shareholder approval requirements of MI
61-101 contained in Sections 5.5(b) and 5.7(1)(a) of MI 61-101 in
respect of such Insider participation in the Offering.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 Statements
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 TuerkCo-Founder &
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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