Clear Blue Technologies International Inc. (TSXV: CBLU) (the
"
Company") is pleased to announce that it has
received significant financial support from its stakeholders to
provide financial support to the Company as it continues to invest
in its AI leadership in Smart Power for Internet of Things, Smart
City and Telecom markets around the world. The financing consists
of the following transactions:
- SOFII (Southern Ontario Fund for
Investment in Innovation), a previous supporter of Clear Blue has
provided a 7-year loan of $500,000 with interest payable at 14%
compounded annually to Clear Blue. Southern Ontario Fund for
Investment in Innovation (SOFII). Launched by the Government of
Canada in July 2012, SOFII supports high-growth, innovative Small
and Medium-sized Enterprises (SMEs) in rural and urban
communities.
- A private placement of convertible
debentures, including participation by management, contributed
additional cash contribution, with the total sum of the convertible
debenture totaling up to $2.2M, of which an initial tranche of
$1.46M has been completed.
- Business Development Bank of Canada
(BDC), Clear Blue’s main financing partner, deferred a total of
$240,000 of payments due in 2024 to a balloon payment at the end of
the loan term, in 2026.
Taken combined, the above financings provide
cash, deferred payments and additional liquidity totaling
$2.9M.
“During these difficult financial and market
times, the support from Clear Blue’s community of stakeholders –
shareholders, investment bankers, Government of Canada (SOFII), and
BDC is greatly appreciated and Clear Blue’s customers, employees,
suppliers and other stakeholders greatly appreciate the ongoing
support,” said Miriam Tuerk, CEO of Clear Blue. “Clear Blue’s
expanded product line of 4 products has grown our addressable
market and our investment in Smart Power management, control and
predictive analytics has established us a global leader in
providing reliable, mission critical Off-Grid and Hybrid power in
the market. Our outlook for revenue growth is strong with an
ever-growing sales funnel. This funding allows us to continue to
execute on our plan, and grow our revenue and profitability.”
Additional details on the financing are outlined
below:
The convertible debenture financing takes the
form of a private placement offering (the
"Offering") in the aggregate principal amount of
up to $2,200,000 of unsecured convertible debentures (each, a
"Debenture") at a price of $1,000 per Debenture.
In this initial tranche of the Offering, gross proceeds of
approximately $1.41M were subscribed for. Additionally, the Company
has indications of interest for an incremental amount of $0.79M ,
expected to be completed in one or more additional tranches to be
announced in due course.
The Debentures bear interest from the applicable
issuance date at 14% per annum until the date that is 36 months
following the closing date (the "Maturity Date").
The principal amount of the Debentures will be convertible into
units of the Company (the "Units") at the option
of the holder at any time prior to the close of business on the
last business day immediately preceding the Maturity Date, at a
conversion price of $0.10 per Unit (the "Conversion
Price"), subject to adjustment in certain events.
Each Unit is comprised of: (i) one common share
of the Company (each, a "Common Share"); and (ii)
one half of one Common Share purchase warrant (each whole warrant,
a "Warrant"). Each Warrant will be exercisable to
acquire one Common Share at an exercise price of $0.15 per Common
Share, subject to adjustment in certain events, until the Maturity
Date; provided however, the Company will have the right to
accelerate the expiry date of the Warrants to a date which is not
less than 21 days after the date on which a written notice is
provided to the holders of Warrants if the daily volume weighted
average trading price of the Common Shares is greater than $0.25
(subject to adjustment in certain events) for any 10 consecutive
trading days on the TSX Venture Exchange (the
"TSXV").
Beginning on the date that is one year following
the closing date, but subject to receipt of any required approvals,
the Company may force the conversion of all of the principal amount
of the then outstanding Debentures at the Conversion Price on not
less than 21 days' notice should the daily volume weighted average
trading price of the Common Shares be greater than $0.25 (subject
to adjustment in certain events) for any 10 consecutive trading
days on the TSXV.
Certain directors and officers of the Company
(collectively, the "Insiders") participated in the
Offering in the aggregate amount of $319,000, and, as such, the
Offering constitutes 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(a) and 5.7(1)(a)
of MI 61-101 in respect of such Insider participation. No special
committee was established in connection with the Offering or the
participation of the Insiders, 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 initial closing of the Offering. Closing of
the participation of Insiders in the Offering remains subject to
the approval of the TSXV.
Fees of $5,740 and 22,400 broker warrants at a
price of $0.06 were paid as finders fees for this transaction.
The net proceeds received by the Company will be
used for working capital purposes. The closing of the Offering is
subject to the satisfaction of customary conditions, including the
approval of the TSXV. All securities issued under the Offering
remain subject to a statutory four month hold period.
Lastly, Clear Blue has entered into debt
settlement agreements with a consultant of the Company to settle
indebtedness of $132,200 in exchange for the issuance of 2,203,333
warrants of the company, convertible to equal number of common
shares at a price per share of $0.06, thereby allowing the Company
to preserve cash and improve its balance sheet.
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).
About SOFII
Community Futures Eastern Ontario (CFEO) and are
non-profit organizations delivering the Southern Ontario Fund for
Investment in Innovation (SOFII) across Southern Ontario. This
program supports scale-up of high-growth, innovative Small and
Medium-sized Enterprises (SMEs) in rural and urban communities by
offering loans of $150,000 to $500,000 (additional funding
available on an exception basis). SOFII provides interest-bearing
business loans to help innovation and growth in small and medium
sized enterprises (SMEs) across the region.
About BDC
BDC is the only bank devoted exclusively to
entrepreneurs. It provides access to financing, both online and
in-person, as well as advisory services to help Canadian businesses
grow and succeed. Its investment arm, BDC Capital, offers a
wide range of risk capital solutions. For 75 years and counting,
BDC’s purpose has been to support entrepreneurs in all
industries and all stages of growth. For more information and to
consult more than 1,000 free tools, articles and entrepreneurs’
stories, visit bdc.ca.
For more information,
contact:
Miriam Tuerk, Co-Founder and CEO
+1 416 433 3952
investors@clearbluetechnologies.com
www.clearbluetechnologies.com/en/investors
Nikhil Thadani, Sophic Capital
+1 437 836 9669
Nik@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 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.
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