Clear Blue Technologies International Announces Shares for Debt Transaction and Annual Incentive Compensation Awards
June 30, 2022, TORONTO, ON -- Clear Blue Technologies International Inc. (“Clear Blue” and the “Company”) (TSXV: CBLU) (FRA: 0YA) (OTCQB: CBUTF), the Smart Off-Grid Company™, is pleased to announce that it has entered into debt settlement agreements with certain directors, officers and employees of the Company (the “Creditors”) to settle aggregate indebtedness of $61,496 owing by the Company to the Creditors that will be converted into an aggregate of 439,255 common shares of the Company (each a "Common Share", and collectively, the "Common Shares") at a price per Common Share of $0.14 (the “Shares for Debt Transaction”), being slightly higher than $0.125, the closing price of the Common Shares on the TSX Venture Exchange (the "Exchange") on the 29th of June, 2022, thereby allowing the Company to preserve cash and improve its balance sheet.
The completion of the Shares for Debt Transactions is subject to a number of conditions, including the approval of the TSX Venture Exchange (the "TSXV"). All securities issued pursuant to the Shares for Debt Transactions will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.
The Shares for Debt Transactions involving directors and officers of the Company will, in each case, constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, as the fair market value of the subject of, and the consideration paid in the Shares for Debt Transactions, in each case, in relation to the interested parties, will not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101. The participation by these directors and officers in the Shares for Debt Transactions has been approved by directors of the Company who are independent in connection with such transactions. No special committee was established in connection with the Shares for Debt Transactions or the participation of the applicable directors and officers in the Shares for Debt Transactions, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto. Further details will be included in a material change report that will be filed by the Company in connection with the completion of the Shares for Debt Transactions. The Company anticipates that the material change report will be filed less than 21 days before the closing date of the Shares for Debt Transactions, but believes that this shorter period is reasonable and necessary in the circumstances, as the Company wishes to improve its financial position by reducing its accrued liabilities as soon as possible.
The Company also wishes to announce that in accordance with recommendations made by the compensation and corporate governance committee of the Company’s board of directors, and in accordance with the Company’s equity incentive plan, it has granted 1,664,148 restricted share units (each, an “RSU”, and collectively the “RSUs”) to certain directors, officers, contractors, and senior executives of the Company in satisfaction of the Company’s short-term and long-term incentive goals. Each RSU entitles the holder to acquire one Common Share of the Company, or a cash payment equal to the equivalent of one Common Share on vesting, or a combination of both. Each such RSU bears a grant date of June 30, 2022. 1,164,148 RSUs will vest in full on June 30, 2023, and 500,000 RSUs will vest in full on January 2, 2024.
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:
Miriam Tuerk, Co-Founder and CEO
Clear Blue Technologies
+1 416 433 3952
Nikhil 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.
Forward-Looking Information Disclaimer
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 completion of the proposed Shares for Debt Transactions, including receipt of TSXV approval of the Shares for Debt Transactions.
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 " Risks and Uncertainties" in Clear Blue's MD&A dated May 30, 2022. 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.”
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.