Clear Blue Closes Convertible Debenture Financing, Exceeding Funding Goal
DISTRIBUTION TO UNITED STATES
NEWS WIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
November 15, 2021, Toronto, Ontario, – 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:
Tuerk, Co-Founder and CEO
+1 416 433 3952
Thadani, Sophic Capital
+1 437 836 9669
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.
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.