Closes Convertible Debenture Financing NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Oct. 29, 2021 (GLOBE NEWSWIRE) -- Clear Blue Technologies International Inc. (TSXV: CBLU) (the "Company") is pleased to announce that it has completed a private placement offering of convertible unsecured subordinated debentures (the “Debentures”) for gross proceeds of C$1,535,000 (the “Offering”). The Company may complete additional tranches of the Offering for cumulative gross proceeds of up to $4 million.
The Debentures will bear interest from each applicable issuance date at 10% per annum, calculated and paid semi-annually on the last day of June and December of each year. The first interest payment will be made on June 30, 2022 and will consist of interest accrued from and including the closing of each tranche of the Offering (each, a "Closing Date") to June 30, 2022. Unless earlier converted, the Debentures will mature on the date (the "Maturity Date") that is the earlier of: (i) 48 months following the applicable Closing Date; and (ii) the date specified in any Debenture Acceleration Notice (as defined below). Beginning on the date that is twelve months following the initial Closing Date, but subject to receipt of any required approvals, the Company will have the right to accelerate the maturity of the Debentures to a date which is not less than 21 days after the date on which a written notice is provided to the holders of Debentures should the daily volume weighted average trading price of the Common Shares be greater than $1.20 (subject to adjustment in certain events) for any 10 consecutive trading days on the TSX Venture Exchange (the "TSXV").
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 $0.40 per Unit (the "Conversion Price"), subject to adjustment in certain events. Holders converting their Debentures will receive accrued and unpaid interest thereon in cash for the period from and including the date of the latest interest payment date to, but excluding, the date of conversion.
Each unit will be 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 $0.60 per Common Share, subject to adjustment in certain events, until the date that is the earlier of: (i) 48 months following the initial Closing Date; and (ii) the date specified in any Warrant Acceleration Notice (as defined below). Beginning on the date that is twelve months following the initial Closing Date, but subject to receipt of any required approvals, 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 should the daily volume weighted average trading price of the Common Shares be greater than $1.20 (subject to adjustment in certain events) for any 10 consecutive trading days on the TSXV.
Upon a change of control of the Company, on the date that is not less than 30 days following the giving of notice of the change of control, holders of Debenture shall, in their sole discretion based on a determination of holders of at least a majority of the principal amount of outstanding Debentures, have the right to require the Company to, either: (i) purchase the Debentures at 100% of the principal amount thereof plus unpaid interest up to the Maturity Date; or (ii) if the change of control results in a new issuer, convert the Debenture into a replacement debenture of the new issuer in the aggregate principal amount of 101% of the aggregate principal amount of the Debentures.
The net proceeds of the Offering will be used to fund working capital requirements and for general corporate purposes. In consideration for introducing certain subscribers to the Offering, the Company paid finders’ fees in cash, totaling $87,850, and in broker warrants, totaling 210,875 warrants, with each broker warrant entitling the holder to acquire one Common Share for a period of 48 months at a price per share of $0.40.
The Debentures will be offered and sold by private placement (i) in Canada to "accredited investors" within the meaning of NI 45-106 - Prospectus Exemptions and other exempt purchasers in each province of Canada, and (ii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Debentures or the Company. All securities issued under the Offering will be subject to a statutory four month hold period.
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.
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).
www.clearbluetechnologies.com/en/investors
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