Clear Blue Technologies International Inc. (“Clear Blue” or the
“Company”) (TSXV: CBLU), the Smart Off-Grid™ Company, announces
that it has closed a second and final tranche of a non-brokered
private placement (the “Offering”). The second tranche raised
CAD$1,294,420 in gross proceeds and follows a CAD$1,269,667 (gross)
first tranche that closed in December 2022. Total gross proceeds
for the two tranches were CAD$2,564,086, exceeding the Company’s
targeted CAD$2,500,000. The total number of shares and warrants
issued were 36,629,805 and 36,629,805, respectively.
In connection with the completion of the final
tranche of the Offering, the Company paid cash finder's fees in the
amount of $60,530 to certain arm's length third parties and issued
727,020 finder warrants ("Finder Warrants"), in each case
representing approximately 7% of the gross proceeds of the initial
tranche of the Offering. Each whole Finder Warrant is exercisable
at any time prior to 5:00 p.m. (Toronto time) on the date that is
60 months following the date hereof at a price of $0.07 per Common
Share, subject to accelerated expiration in accordance with the
terms of the certificates governing the Finder Warrants.
All securities issued pursuant to the Offering are subject to a
hold period of four months and one day pursuant to applicable
securities laws. Completion of the Offering remains subject to the
final approval of the TSXV.
The second tranche adds four new institutional
investors to Clear Blue’s investor base, including Pegroco Invest
AB (“Pegroco”), an investment company that separately sold its 49%
stake in eSite to Clear Blue. The purchase of eSite was financed by
issuing 3,000,000 Clear Blue common shares to eSite Power Systems’
shareholders, including Pegroco, on a cash-free, debt-free
basis.
Pegroco and other Swedish investors contributed
CAD$762,500 to the second tranche, and certain members of Clear
Blue’s management and board of directors invested CAD$599,871 in
the first tranche. As a result, insider ownership rises from 16% to
22% of Clear Blue’s outstanding shares. Pegroco will own just under
9% of the basic shares outstanding of Clear Blue and is also
guaranteeing certain vendor commitments by eSite through 2023.
Proceeds from the private placement are to be
used for sales, marketing, research and development, and working
capital requirements.
Clear Blue also announces that it has issued
1,200,000 stock options to certain management and employees of the
Company. These options have a five-year term, with vesting in two
equal instalments consisting of six months from the date of the
grant and on the twelve months of the initial grant. The exercise
price on the options is $0.08.
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.
Clear Blue Hosting Investor Webinar
Clear Blue CEO Miriam Tuerk will host a webinar
on Wednesday, February 1, 2023 at 1pm Eastern Time to discuss the
eSite transaction as well as the closing of the non-broker private
placement. Investors can access the webinar by registering at the
following link:
https://us06web.zoom.us/webinar/register/WN_qBH6fLkYTnuQKZlVqHVKUA
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
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.
Investor Relations:Miriam TuerkCo-Founder and
CEO+1-416-433-3952miriam@clearbluetechnologies.comhttp://www.clearbluetechnologies.com/en/investors
Investor Relations:Nikhil ThadaniSophic
Capital+1-437-836-9669nik@sophiccapital.com
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 completion of future tranches of the Offering and the use of
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.
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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