Clear Blue Technologies International Inc. (the
“
Company” or “
Clear Blue”)
(TSXV:CBLU) (Frankfurt:OYA) is pleased to announce that it has
closed its upsized and oversubscribed private placement, including
a full exercise of the agent’s option (the
“
Offering”), for gross proceeds of approximately
CAD$5.0 million. Echelon Wealth Partners Inc. (the
“
Agent”) acted as Agent and sole bookrunner for
the Offering.
The Offering resulted in the issuance of
13,157,800 units of the Company (each, a “Unit”
and collectively the “Units”) at a price of C$0.38
per Unit. Each Unit consists of one common share in the capital of
the Company (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. 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 TSX Venture Exchange 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 after the
Acceleration Trigger Date.
Proceeds from the Offering are anticipated to be
used for sales, marketing, research and development, and working
capital requirements.
The Company paid a cash commission to the Agent
and members of the Agent's selling group equal to $285,454, and
issued 751,196 compensation warrants entitling the holders to
acquire one Common Share for each compensation warrant exercisable
at $0.38 per Common Share. Such compensation warrants will be
exercisable for 36 months from the closing date of the
Offering.
Certain directors and officers of the Company
(collectively, the "Insiders") participated in the Offering and, as
such, the Offering may constitute a related party transaction under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"), but
is otherwise exempt from the formal valuation and minority approval
requirements of MI 61-101 by virtue Sections 5.5(b) and 5.7(1)(a)
of MI 61-101 in respect of such Insider participation in the
Offering. No special committee was established in connection with
the Offering or the participation of the applicable officers and
directors in the Offering, 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 Offering. The Company did not file the
material change report more than 21 days before the expected
closing date of the Transaction as the details of the Transaction
and the total amount to be invested by the applicable officers and
directors were not settled until shortly prior to the closing of
the Offering, and the Company wished to complete the Offering on an
expedited basis for sound business reasons.
The securities issued pursuant to the Offering
are subject to a hold period of four months and one day pursuant to
applicable securities laws.
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
37 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: OYA.
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 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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