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, 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
3952investors@clearbluetechnologies.comwww.clearbluetechnologies.com/en/investors
Nikhil Thadani, Sophic Capital+1 437 836
9669Nik@SophicCapital.com
Legal Disclaimer
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.
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