This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Not for release in the United States.
CLEAR BLUE TECHNOLOGIES INTERNATIONAL ANNOUNCES
CLOSING OF BUSINESS COMBINATION
Toronto, Ontario (July 16, 2018) (TSXV:CBLU) – Clear Blue Technologies International Inc. (formerly Dagobah Ventures Ltd.) ("Clear Blue International" or the "Resulting Issuer") is pleased to announce that it has completed its previously announced business combination (the "Transaction") with Clear Blue Technologies Inc. ("Clear Blue"). Pending final approval of the TSX Venture Exchange (the "TSXV"), the common shares of the Resulting Issuer are expected to commence trading on the TSXV at the open of the market on July 19, 2018 under the symbol "CBLU".
"As the world’s first Smart Off-Grid company, Clear Blue was founded to meet the global need for clean, reliable, affordable off-grid power as we transition away from traditional energy grid distribution", says Miriam Tuerk, co-founder and CEO of Clear Blue. "To date, our patented Smart Off-Grid™ technology is being used to power thousands of solar, wind and hybrid-powered systems, including street lights, telecom systems, security and other IOT devices, in 34 countries worldwide. Initiatives such as the Facebook-led Telecom Infra Project are driving huge demand and market potential. Our listing on the TSXV, Canada’s premium exchange for technology companies, will provide us with the access to capital that will ensure we can capitalize on the worldwide disruption to the existing power infrastructure."
Pursuant to the terms of the Transaction, the Resulting Issuer acquired all of the issued and outstanding securities of Clear Blue. The Transaction constitutes a reverse take-over of the Resulting Issuer, with the Resulting Issuer being renamed "Clear Blue Technologies International Inc.". Under the terms of an amalgamation agreement among the Resulting Issuer, 2621388 Ontario Ltd. (a wholly-owned subsidiary of the Resulting Issuer) and Clear Blue, all of the outstanding securities of Clear Blue were exchanged for equivalent securities of the Resulting Issuer on a one-for-one basis (following a subdivision of Clear Blue's common shares on a 2.63452:1 basis), such that former securityholders of Clear Blue continued as securityholders of the Resulting Issuer. As a result, 30,289,804 common shares of the Resulting Issuer were issued to former shareholders of Clear Blue, including 8,569,000 Resulting Issuer common shares and 4,284,500 warrants to purchase Resulting Issuer common shares issued to former holders of subscription receipts of Clear Blue issued pursuant to its previously-announced private placement completed on February 22, 2018 and March 14, 2018. Immediately prior to the completion of the Transaction, Clear Blue International effected a continuance of its corporate existence from the Business Corporations Act(British Columbia) to the Business Corporations Act(Ontario) and enacted new by-laws to replace the previously existing articles of Dagobah Ventures Ltd.
As a result of the completion of the Transaction, there are: (i) 34,850,353 common shares of the Resulting Issuer; (ii) 5,589,598 common share purchase warrants of the Resulting Issuer; (iii) 2,762,812 options to purchase common shares of the Resulting Issuer; and (iv) 597,205 compensation options of the Resulting Issuer.
Effective as of the completion of the Transaction, the board of directors of the Resulting Issuer consists of Miriam Tuerk, John Tuerk, Mark Windrim, Steven Parry and Hugh Rogers. The Resulting Issuer's officers are Miriam Tuerk as Chief Executive Officer, Wayne Pennington as Chief Financial Officer and Secretary, Mark Windrim as Chief Technology Officer and John Tuerk as Chief Power Officer.
The Exchange conditionally approved the Transaction on June 25, 2018. Upon receipt of the Exchange's final approval, it is anticipated that the Resulting Issuer will be classified as a Tier 2 technology issuer on the Exchange.
Further information on the Transaction can be found in the Resulting Issuer's listing application dated July 12, 2018, which is available under the Resulting Issuer's SEDAR profile at www.sedar.com.
About Clear Blue Technologies International Inc.
Clear Blue, 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, off-grid power for lighting, telecom, security, Internet of Things ("IoT") devices, and other critical systems.
Clear Blue develops and sells "Smart Off-Grid" power solutions and management services to power, control, monitor, manage, and proactively service solar and hybrid-powered systems such as street lights, security systems, telecommunications systems, emergency power, and IoT devices. Under its Illumient brand, Clear Blue also sells solar and wind-powered outdoor lighting systems.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities referenced in this press release 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.
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 Resulting Issuer’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 Transaction, including receipt of final approval of the Transaction by the Exchange and the anticipated listing date of the common shares of the Resulting Issuer on the Exchange.
By identifying such information and statements in this manner, the Resulting Issuer 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 Resulting Issuer to be materially different from those expressed or implied by such information and statements.
An investment in securities of the Resulting Issuer is speculative and subject to several risks including, without limitation, the risks discussed under the heading "Risk Factors" in the Resulting Issuer's listing application dated July 12, 2018. Although the Resulting Issuer 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 Resulting Issuer has made certain assumptions. Although the Resulting Issuer 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 Resulting Issuer 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 Resulting Issuer or persons acting on its behalf is expressly qualified in its entirety by this notice.
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.
For more information, please contact:
Miriam Tuerk, CEO
Clear Blue Technologies International Inc.
email: firstname.lastname@example.org website: http://www.clearbluetechnologies.com/en/investors
Montieth & Company
T: +1 646 864 3517