TORONTO, ON – December 7, 2020 – Clear
Blue Technologies International Inc. (the “Company” or “Clear Blue”)
(TSXV:CBLU) (Frankfurt:0YA) is pleased to announce a brokered private placement
for gross proceeds of up to approximately CAD$3,000,000 (the “Offering”).
Echelon Wealth Partners Inc. (the “Agent”) will act as Agent and sole
bookrunner for the Offering.
will consist up to 7,894,800 units of the Company (each, a “Unit, and
collectively the “Units”) at a price of C$0.38 per Unit (the “Offering Price”).
Each Unit consists of one Common Share (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.
from the Offering are anticipated to be used for sales, marketing, research and
development, and working capital requirements.
will pay a cash commission to the Agent equal to 7% of the aggregate gross
proceeds of the Offering (2% from the sale of Units to purchasers identified on
the Company’s president’s list) and will issue broker warrants equal to 7% of
the number of Units sold under the Offering (2% of the number of Units from the
sale of Units to purchasers identified on the Company’s president’s list), each
exercisable to acquire one Common Share at the Offering Price 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 TSXV 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 of the Acceleration Trigger Date.
The Units 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, and may be sold outside of Canada on a basis which
does not require the qualification or registration of any of the Common Shares
or the Warrants comprising the Units in the subscriber’s jurisdiction. The
Company may also concurrently offer and sell Units outside of Canada on a
non-brokered, unregistered private placement basis to a limited number of
“accredited investors” (as defined in Regulation D under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”)) with whom the
Company has substantive pre-existing relationships, in reliance on exemptions
from the registration requirements of the U.S. Securities Act and applicable
state securities laws or in other jurisdictions where permitted by law. The
securities issued in the Offering will be subject to applicable hold periods
imposed under applicable securities legislation, including a hold period of 4
months and one day from the date of issuance.
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
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 34 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: 0YA.
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 proposed
completion of the Offering and the Company’s 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.
CoFounder & CEO
Montieth & Company
12 E 49 th St., New York, NY 10017