CBLU Clear Blue Technologies International Inc

Clear Blue Technologies International Inc. (“Clear Blue” or the “Company”) (TSXV: CBLU), the Smart Off-Grid™ Company, announced via press release on January 27, 2023, that it has closed a second and final tranche of a non-brokered private placement (the “Offering”) on January 24, 2023. The second tranche raised CAD$1,304,420 in proceeds, following a CAD$1,269,667 first tranche that closed on December 20, 2022. Total gross proceeds for the two tranches were CAD$ 2,574,086. The total number of shares and warrants issued for both tranches were 36,772,663 and 36,772,663, respectively.

The Company also paid cash finder’s fees in the amount of CAD$61,230.40 to certain arm’s length third parties, and issued 727,020 finder warrants, in each case representing approximately 7% of the gross proceeds of the entire 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 of issue of each respective tranche 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.

Certain directors and officers of the Company (collectively, the "Insiders") have participated in the Offering and, as such, the Offering may constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue Sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of such Insider participation in the Offering. No special committee was established in connection with the Offering or the participation of the applicable officers and directors in the Offering, 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 Offering. The Company did not file the material change report more than 21 days before the initial closing date of the Offering as the terms of the Offering and the total amount to be invested by the applicable officers and directors were not settled until shortly prior to the initial closing of the Offering, and the Company wished to complete the initial closing of the Offering on an expedited basis for sound business reasons.

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.

Forward-Looking Information and Statements

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 proposed completion of the eSite acquisition and the Offering, and the intended use of the gross 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.

Media Contact & Investor Relations:

Miriam TuerkCo-Founder and CEO

investors@clearbluetechnologies.comhttp://www.clearbluetechnologies.com/en/investors+1 (647) 748-4822

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.