Clear Blue Technologies International Inc. (TSXV: CBLU) (the
"
Company") is pleased to announce that it has
successfully closed the second (and final) tranche of a previously
announced private placement offering of convertible unsecured
subordinated debentures (the
“Debentures”) for
gross proceeds of C$2,899,000. With the second tranche completed,
and cumulative gross proceeds of C$4,434,000, including both
tranches, the Company exceeded the cumulative funding target of C$4
million, previously announced on October 29, 2021.
The Debentures, issued in the second tranche
carry the same terms as the first tranche. The Debenture will bear
interest from each applicable issuance date at 10% per annum,
calculated and paid semi-annually on the last day of June and
December of each year. The first interest payment will be made on
June 30, 2022 and will consist of interest accrued from and
including the closing of each tranche of the Offering (each, a
"Closing Date") to June 30, 2022. Unless earlier
converted, the Debentures will mature on the date (the
"Maturity Date") that is the earlier of: (i) 48
months following the applicable Closing Date; and (ii) the date
specified in any Debenture Acceleration Notice (as defined below).
Beginning on the date that is twelve months following the initial
Closing Date, but subject to receipt of any required approvals, the
Company will have the right to accelerate the maturity of the
Debentures to a date which is not less than 21 days after the date
on which a written notice is provided to the holders of Debentures
should the daily volume weighted average trading price of the
Common Shares be greater than $1.20 (subject to adjustment in
certain events) for any 10 consecutive trading days on the TSX
Venture Exchange (the "TSXV").
The principal amount of the Debentures will be
convertible into units of the Company (the
"Units") at the option of the holder at any time
prior to the close of business on the last business day immediately
preceding the Maturity Date, at a conversion price of $0.40 per
Unit (the "Conversion Price"), subject to
adjustment in certain events. Holders converting their Debentures
will receive accrued and unpaid interest thereon in cash for the
period from and including the date of the latest interest payment
date to, but excluding, the date of conversion.
Each unit will be comprised of: (i) one common
share of the Company (each, a "Common Share"); and
(ii) one-half of one Common Share purchase warrant (each whole
warrant, a "Warrant"). Each Warrant will be
exercisable to acquire one Common Share at an exercise price of
$0.60 per Common Share, subject to adjustment in certain events,
until the date that is the earlier of: (i) 48 months following the
initial Closing Date; and (ii) the date specified in any Warrant
Acceleration Notice (as defined below). Beginning on the date that
is twelve months following the initial Closing Date, but subject to
receipt of any required approvals, the Company will have the right
to accelerate the expiry date of the Warrants to a date which is
not less than 21 days after the date on which a written notice is
provided to the holders of Warrants should the daily volume
weighted average trading price of the Common Shares be greater than
$1.20 (subject to adjustment in certain events) for any 10
consecutive trading days on the TSXV.
Upon a change of control of the Company, on the
date that is not less than 30 days following the giving of notice
of the change of control, holders of Debenture shall, in their sole
discretion based on a determination of holders of at least a
majority of the principal amount of outstanding Debentures, have
the right to require the Company to either: (i) purchase the
Debentures at 100% of the principal amount thereof plus unpaid
interest up to the Maturity Date; or (ii) if the change of control
results in a new issuer, convert the Debenture into a replacement
debenture of the new issuer in the aggregate principal amount of
101% of the aggregate principal amount of the Debentures.
The net proceeds of the Offering will be used to
fund working capital requirements and for general corporate
purposes. In consideration for introducing certain subscribers to
the Offering, the Company paid finders’ fees in cash, totaling
$140,280, and in broker warrants, totaling 336,700 warrants in
total for the two tranches, with each broker warrant entitling the
holder to acquire one Common Share for a period of 48 months at a
price per share of $0.40.
The Debentures will be offered and sold by
private placement (i) in Canada to "accredited investors" within
the meaning of NI 45-106 - Prospectus Exemptions and
other exempt purchasers in each province of Canada, and (ii)
outside Canada and the United States on a basis which does not
require the qualification or registration of any of the Debentures
or the Company. All securities issued under the Offering will be
subject to a statutory four month hold period.
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.
(TSXV: CBLU) (FRA: 0YA) (OTCQB: CBUTF).
For more information, contact:
Miriam Tuerk, Co-Founder and CEO+1 416 433
3952investors@clearbluetechnologies.comwww.clearbluetechnologies.com/en/investors
Nikhil Thadani, Sophic Capital+1 437 836
9669Nik@SophicCapital.com
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 completion of future tranches of the Offering and the use of
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.
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