CBLU Clear Blue Technologies International Inc

Clear Blue Technologies International Inc. (TSXV: CBLU) (FRANKFURT: OYA) (OTCQB: CBUTF) (“CBLU” or the “Company”) is pleased to announce that further to its news release dated December 27, 2024, the Company has completed its previously announced shares for debt transaction (the “Shares for Debt Transaction”) and has settled an aggregate amount of approximately $8.77 million of debt into equity of the Company, as well as completed its non-brokered private placement unit offering for approximately $1.575 million (the “Private Placement”).

Shares for Debt Settlement

The Company entered into debt settlement agreements with certain debenture holders and other creditors and settled an aggregate of approximately $8.77 million indebtedness that was converted into units of the Company, with each unit comprised of one common share (each a “Common Share”) and one Common Share purchase warrant (each a “Warrant”) at a price per unit of $0.03, with each Warrant exercisable for 24 months at a strike price of $0.05. An aggregate of 292,438,847 Common Shares and 272,503,847 Warrants were issued upon the closing of the Shares for Debt Transaction.

Pursuant to the Shares for Debt Transaction, BDC Capital Inc. (“BDC Capital”), a wholly-owned subsidiary of the Business Development Bank of Canada (“BDC”), elected to convert $2,200,000 in principal and accrued interest on its 10% unsecured convertible debenture dated October 21, 2024 (the “Convertible Debenture”) into units and received an aggregate of 73,333,333 Common Shares and 73,333,333 Warrants.

Immediately prior to the Shares for Debt Transaction, BDC beneficially owned or had control or direction over, directly or indirectly, an aggregate of 4,900,000 Common Shares and $2,000,000 principal amount of its Convertible Debenture, which principal was initially convertible into units comprised of one Common Share and one-half of one Warrant at a price of $0.40 per unit, representing approximately 3.93% of the issued and outstanding Common Shares on a non-diluted basis, and 9.39% of the Common Shares on a partially diluted basis, assuming conversion of the Convertible Debenture and exercise of the Warrants held by BDC Capital only.

Further to the Shares for Debt Transaction, BDC beneficially owns or has control or direction over 78,233,333 Common Shares and 73,333,333 Warrants, representing approximately 16.66% of the issued and outstanding Common Shares on a non-diluted basis, and 27.92% of the Common Shares on a partially diluted basis, assuming exercise of the Warrants held by BDC Capital only.

BDC Capital converted the Convertible Debenture into units as a result of the Shares for Debt Transaction. BDC or BDC Capital may, depending on market and other conditions and subject to applicable securities regulation, change their beneficial ownership of (or control or direction over) Common Shares or other securities of the Company, whether in the open market, by privately negotiated agreements, or otherwise. Any transaction that BDC or BDC Capital may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Company’s securities, subsequent developments affecting the Company, its business and prospects, other investment and business opportunities available to BDC or BDC Capital, general industry and economic conditions, the securities markets in general and other factors deemed relevant by BDC or BDC Capital.

An early warning report relating to this transaction will be filed on SEDAR+ under the Company’s profile at www.sedarplus.ca. BDC is Canada’s business development bank, a financial institution dedicated exclusively to entrepreneurs. The head office of the BDC is located at 5, Place Ville-Marie, Ground Floor, Montréal, Québec, H3B 2G2. For more information about BDC or to obtain a copy of the early warning report, contact Phil Taylor at Phil.Taylor@bdc.ca or 343-961-4859. The head office of the Company is located at 30 Lesmill Road, Unit 7, Toronto, Ontario M3B 2T6.

Certain directors, officers and other insiders of the Company settled an aggregate of $598,050 worth of debt in exchange for an aggregate of 19,935,001 Common Shares in the Shares for Debt Transaction, and the participation of insiders is considered a related party transaction subject to 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(b) 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.

Private Placement

The Company also completed its Private Placement unit offering comprised of one Common Share and one Warrant at a price per unit of $0.03, with each Warrant exercisable for 24 months at a strike price of $0.05, for a total of $1,575,069. The net proceeds from the Private Placement will be used for working capital and general corporate purposes. An aggregate of 52,502,300 Common Shares and 52,502,300 Warrants were issued upon the closing of the Private Placement.

In connection with the closing of the Private Placement, the Company paid aggregate finder's fees of $5,109.72 in cash and 170,324 finder's warrants ("Finder’s Warrants") to certain finders. Each Finder Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.05 for a period of 24 months from the grant date.

Certain directors, officers and other insiders of the Company participated in the Private Placement in the aggregate of $1,407,511 and were issued 46,917,033 units on closing, and the participation of insiders is considered a related party transaction subject to MI 61-101. The issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 as the common shares of the Company are listed on the TSX-V. The issuance of securities is also exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(b) of MI 61-101 as the fair market value was less than $2,500,000.The closing of insiders in the Private Placement remains subject to the final approval of the TSX Venture Exchange and all securities issued to insiders pursuant to the Private Placement will be held in escrow pending exchange approval.

The completion of both the Shares for Debt Transaction and Private Placement remains subject to the final approval of the TSX Venture Exchange. The securities issued pursuant to the Shares for Debt Transaction and Private Placement are subject to a hold period of four months and one day from the issuance date in accordance with applicable securities laws.

Proposed Share Consolidation

The Company also announces a plan to proceed with a consolidation of its issued and outstanding common shares on the basis of six (6) pre-consolidation shares for each one (1) post-consolidation share (the “Consolidation”). The Company believes that the Consolidation is in the best interests of shareholders as it will allow the Company to complete the Transactions in accordance with abiding by TSXV policies as well as enhance the marketability of the common shares. Accordingly, the Company plans to hold a special meeting of shareholders on or around the beginning of March 2025, prior to which time an information circular will be sent to shareholders containing additional details pertaining to the Consolidation. No fractional shares will be issued as a result of the Consolidation. Any fractional shares resulting from the Consolidation will be rounded down to the next whole common share.

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.

For more information, contact:

Miriam Tuerk, Co-Founder and CEO+1 416 433 3952investors@clearbluetechnologies.com

www.clearbluetechnologies.com/en/investors

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)  

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.  

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.

Forward-Looking Statement 

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 Company's current and future financial position. 

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.

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.