TORONTO, ONTARIO--(GlobeNewswire – October 22, 2019) – Clear Blue Technologies International Inc. (TSXV: CBLU) (the "Company") is pleased to announce a private placement offering in the aggregate principal amount of up to $600,000 of convertible unsecured subordinated debentures (each, a "Debenture") at a price of $100 per Debenture (the "Offering").
The Debentures 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 to the date that is 36 months following the Closing Date (the "Maturity Date"). The first interest payment will be made on December 31, 2019 and will consist of interest accrued from and including the closing of each tranche of the Offering (each, a "Closing Date").
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 $0.20 per Unit (the "Conversion Price"), subject to adjustment in certain events.
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, "Warrants"). Each Warrant will be exercisable to acquire one Common Share at an exercise price of $0.35 per Common Share, subject to adjustment in certain events, until the Maturity Date; provided however, the Company will have the right to accelerate the expiry date of the Warrants to a date which is not less than 30 days after the date on which a written notice is provided to the holders of Warrants if the daily volume weighted average trading price of the Common Shares is greater than $0.70 (subject to adjustment in certain events) for any 10 consecutive trading days on the TSX Venture Exchange (the "TSXV").
Beginning on the date that is four months plus one day following the Closing Date, but subject to receipt of any required approvals, the Company may force the conversion of all of the principal amount of the then outstanding Debentures at the Conversion Price on not less than 21 days' notice should the daily volume weighted average trading price of the Common Shares be greater than $0.70 (subject to adjustment in certain events) for any 10 consecutive trading days on the TSXV.
The net proceeds received by the Company will be used for working capital purposes. The closing of the Offering is subject to the satisfaction of customary conditions, including the approval of the TSXV.
The Debentures 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. All securities issued under the Offering will be subject to a statutory four month hold period.
Three members of senior management intend to participate in the debenture financing.
Update on Q3 Outlook Guidance.
In the Q3 MD&A the Company provided the following guidance:
“Based on the prior 8 Proof of Concepts and 3 First Install sales, management provides guidance that we expect to win at least two more POC and one more First Install in 2019 for a total of 10 Proof of Concepts and 4 First Installs in 2018/2019. There can be no assurance we will win a Rollout contract, however the bid processes currently underway are structured for a mid-2020 decision by the project operators.”
Based on progress made since the Q3 release on August 27, 2019 management reiterates the above guidance for two more Proof of Concept (POC) projects and one more First Install during the remainder of 2019.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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.
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 Toronto Venture Exchange under the symbol CBLU.
Director, Montieth & Company
CEO, Clear Blue Technologies
Forward-Looking Information and Statements
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 Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company'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 Offering, including the prospective closing of the Offering.
By identifying such information and statements in this manner, the Company 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 Company to be materially different from those expressed or implied by such information and statements.
An investment in securities of the Company is speculative and subject to several risks including, without limitation, the risks discussed under the heading "Risk Factors" in the Company's listing application dated July 12, 2018. Although the Company 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 Company has made certain assumptions. Although the Company 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 Company 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 Company or persons acting on its behalf are expressly qualified in their entirety by this notice.