Clear Blue Technologies International Inc. (“Clear Blue or the
Company”) (TSXV:CBLU) announces, signed today, a definitive
agreement to acquire all of the outstanding shares of eSite Power
Systems AB (“eSite”), a telecom site power systems provider located
in Lidköping, Sweden. Once the transaction is completed, eSite will
become a wholly owned subsidiary of Clear Blue.
Coincident with the definitive agreement, the
Company announces a non-brokered private placement for gross
proceeds of up to approximately CAD$2,500,000 (the “Offering”). A
first tranche has closed, raising gross proceeds of CAD$1,261,668
with certain members of Clear Blue’s management and board of
directors investing CAD$587,000. The Company plans to close a
second tranche for gross proceeds of up to CAD$1,238,332, with
certain eSite key investors contributing up to CAD$762,500. Both
the acquisition and the private placement are subject to TSXV
approval.
“eSite currently has over 1,000 power systems
operating in the field that can benefit from Clear Blue’s
Illumience software and management service,” said Clear Blue CEO
Miriam Tuerk. “Their technology and broad customer base dovetail
nicely with Clear Blue, providing significant expansion
opportunities in our key markets. Combined with the Offering,
management is confident the acquisition can help drive Clear Blue
to cash flow breakeven in 2023, as evidenced by management’s
substantial participation in the financing.”
eSite Acquisition
The purchase of eSite will be financed with the
issuance of 3,000,000 Clear Blue common shares issued to the
shareholders of eSite and is being completed on a cash-free,
debt-free basis. As part of the transaction, Pegroco Invest AB is
guaranteeing certain vendor commitments by eSite through 2023.
eSite has been providing power systems to the
telecom market since 2007. The current product offering provides a
patented, sealed, tamper-proof solution for outdoor telecom sites
featuring the only passive cooling solution in the market today.
With over 1,000 installs primarily in Africa, eSite’s technology is
proven in the field, has had strong reliability testing, and
received significant customer interest. For Clear Blue, eSite
provides a product line extension to the current Nano-Grid and
Pico-Grid product lines. eSite, combined with Clear Blue’s Smart
Off-Grid technology, services and solutions, offers a comprehensive
set of flexible, 48-volt solutions for telecom tower operators
looking for alternatives to cost-prohibitive diesel generators in
the off-grid, bad-grid, new install and retrofit markets.
Completion of the acquisition remains subject to
the approval of the TSX Venture Exchange (the "TSXV").
Offering
The Offering will consist of up to 35,714,285
units of the Company (each, a “Unit, and collectively the “Units”)
at a price of CAD$0.07 per Unit (the “Offering Price”). Each Unit
consists of one Common Share (each, a “Common Share”, and
collectively the “Common Shares”) and one Common Share purchase
warrant (each whole warrant, a “Warrant” and collectively the
“Warrants”). Each Warrant entitles the holder thereof to acquire
one Common Share at a price of CAD$0.12 per Common Share for a
period of 60 months from the closing date of the Offering, subject
to acceleration in accordance with the terms of the certificates
governing the Warrants.
Proceeds from the Offering are anticipated to be
used for sales, marketing, research and development, and working
capital requirements.
In connection with the Offering, the Company
proposes to enter into non-brokered private placement agreements
(collectively, the “Finder Agreements”) with certain brokers
(collectively, the “Finders”). In consideration for services
provided by the Finders in connection with the Finder Agreements,
the Company has agreed to pay the Finders: (i) a cash fee equal to
7% of the aggregate gross proceeds subscribed for under the
Offering through the Finders; and (ii) that number of broker
warrants of the Company (each, a “Broker Warrant;) equal to 7% of
the number of Units purchased by investors referred by the Finders,
with each whole Broker Warrant exercisable at any time prior to
5:00 p.m. (Toronto time) on the date that is 60 months following
the applicable closing date of the Offering at a price of $0.07 per
Common Share, subject to accelerated expiration in accordance with
the terms of the certificates governing the Broker 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.
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.
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.com http://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.
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