Clear Blue Closes Large Scale Telecom Rollout Contract & Debt Financing with BDC Telecom Contract is part of Large Scale Rural Cellular Roll Out by Major Telcos in Africa
TORONTO, April 16, 2020 (GLOBE NEWSWIRE) -- Clear Blue Technologies International Inc. delivers clean, managed, wireless power – anywhere and anytime. “Clear Blue” or the “Company” (TSXV: CBLU) today announced that it has signed two key contracts:
- a contract with a Telecom operator in Africa to roll out an initial 500 sites this year. The entire program is planned for a phased roll out over the next 3 to 5 years. This initial contract is for the year one volumes of 500 systems for an estimated $3.5 million CAD, the majority of which we anticipate will be booked this year. The Company received the purchase order for the first 50 systems with the signing of the contract.
- a $5 million loan facility with BDC, Canada’s bank for entrepreneurs which includes an initial $2 million tranche delivered April 9th, 2020. The Company intends to use the proceeds from the BDC loan facility for growth capital and R&D.
“The telecom project will deploy 2G and 3G cellular networks in rural areas of Africa, providing low-cost mobile internet coverage through commercially sustainable models that can be scaled and replicated,” said Miriam Tuerk, CEO and Co-founder, Clear Blue. “It is exciting to see the largest telecom firms in Africa lead the way with innovative technologies and business models to bring much-needed communications and connectivity to the more than one billion underserved people in the world’s emerging markets.”
Bringing rural mobile internet coverage, with critical data services, to rural areas can be twice as expensive as in urban areas when using traditional technologies. Next generation open cellular-based radio technologies, coupled with satellite services and Clear Blue’s Smart Off-Grid highly reliable low cost power services brings a technology solution that makes this next wave of cellular network coverage possible.
Clear Blue’s Smart Off-Grid technology delivers clean, managed, wireless power, anywhere and anytime. Clear Blue’s service team uses its Illumience platform to manage, control and operate all power systems remotely, ensuring the high availability and service levels needed for telecom services. Illumience is the industry's most advanced off-grid management service, providing real-time, 7x24, remote control, monitoring, and management of systems using Smart Off-Grid power.
BDC Loan Facility
Additionally, Clear Blue has received $2 million from BDC as a first tranche of a $5 million loan facility. The loan has a 5-year term and consists of an initial period of interest only payments through August 15, 2022, and a subsequent period commencing on September 15, 2022, of principal and interest payments, culminating in a balloon payment at the end of the term. Subject to meeting certain financial milestones, the Company has the option to draw down an additional $3 million in $1 million tranches. The loan is secured against the assets of Clear Blue and each of Clear Blue's subsidiaries and carries a variable base interest rate per annum of 7.5%. In addition to the cash interest a non-compounding payment in kind ("PIK") interest of up to 9.5% per annum will accrue, depending upon various factors.
This transaction was led by Cheri Corbett, Director Cleantech Practice for BDC. “Clear Blue has an innovative and unique technology and business model. Their presence in 37 countries and their adoption in lighting and telecom verticals at this early stage of their growth, is quite impressive. We are pleased to support them as they continue to scale and grow.”
In connection with the BDC loan facility, the Company agreed to issue an aggregate of 72,100 common share purchase warrants (“Warrants”) of the Company to certain existing debenture holders of the Company as compensation to enter into postponement agreements in favour of BDC. Each Warrant will be exercisable for one common share of the Company for a period of 18 months following the date of issuance at an exercise price of $0.50 per common share. All Warrants proposed to be issued by the Company will be subject to a statutory four month hold period in accordance with applicable securities legislation. The issuance of the Warrants is subject to approval from the TSX Venture Exchange.
Certain directors, officers and other insiders of the Company will acquire direction and control over a total of 18,200 Warrants in connection with the Warrant issuance to existing debentureholders of the Company. The issuance of securities to those persons constitutes a related party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of securities to the related parties is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101. The Company did not file a material change report 21 days prior to this announcement as the details of the participation of insiders of the Company had not been confirmed at that time.
With respect to the ongoing Covid-19 pandemic, the Company’s distributed, remote management business model and geographically diverse customer base in 37 countries provides significant mitigation to the ongoing business risks related to this virus. With installations provided by our local partners, travel risk to Company personnel is limited and we have taken steps to significantly reduce ancillary travel. However, significant risks remain related to global economic activity as a result of the virus that could have material impacts on the Company in general and the two contracts reported herein.
About Clear Blue Technologies International Inc.
Clear Blue delivers clean, managed, wireless power – anywhere and anytime. We use our patented Smart Off-Grid technology, delivered through our Energy-as-a-Service business model, to manage lighting, telecom, Internet of Things devices, and other critical systems around the world. Clear Blue has thousands of systems under management across 37 countries, including the U.S. and Canada. Clear Blue is publicly traded on the Toronto Venture Exchange under the symbol CBLU and on the Frankfurt Stock Exchange (FRANKFURT: 0YA). Learn more at www.clearbluetechnologies.com.
BDC is the only bank devoted exclusively to entrepreneurs. It provides access to financing, both online and in-person, as well as advisory services to help Canadian businesses grow and succeed. Its investment arm, BDC Capital, offers a wide range of risk capital solutions. For 75 years and counting, BDC’s purpose has been to support entrepreneurs in all industries and all stages of growth. For more information and to consult more than 1,000 free tools, articles and entrepreneurs’ stories, visit bdc.ca.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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" 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 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 expected effects of the Covid-19 pandemic on the Company, the expected use of proceeds from the BDC loan facility and the potential future draw downs on the loan facility, the expected issuance of Warrants in connection with the BDC loan facility and the expected results from the telecom project.
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. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.
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