Ms. Miriam Tuerk reports
CLEAR BLUE TECHNOLOGIES INTERNATIONAL ANNOUNCES SHARES FOR DEBT TRANSACTION AND ANNUAL INCENTIVE COMPENSATION AWARDS
Clear Blue Technologies International Inc. has entered into debt settlement agreements with certain directors, officers and employees of the company to settle total indebtedness of $340,225 in exchange for the issuance of a total of 2,013,161 common shares of the company at a price per share of 16.9 cents, being the volume-weighted average price of the company's common shares for the 20-trading-day period ended May 29, 2020, thereby allowing the company to preserve cash and improve its balance sheet.
As a further cash-saving measure, the company has granted a total of 365,880 restricted stock units (RSUs) to certain members of the company's senior management team in lieu of variable cash incentive payments. Each such RSU bears a grant date of May 29, 2020, and will vest in full on Feb. 1, 2021.
The completion of the shares-for-debt transactions is subject to a number of conditions, including the approval of the TSX Venture Exchange. All securities issued pursuant to the shares-for-debt transactions will be subject to a hold period of four months and one day from the date of issuance, in accordance with applicable securities legislation.
The shares-for-debt transactions involving directors and officers of the company will, in each case, constitute a related party transaction under Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions). The company intends to rely on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, as the fair market value of the subject of, and the consideration paid in the shares-for-debt transactions, in each case, in relation to the interested parties, will not represent more than 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The participation by these directors and officers in the shares-for-debt transactions has been approved by directors of the company who are independent in connection with such transactions. No special committee was established in connection with the shares-for-debt transactions, 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 shares-for-debt transactions. The company anticipates that the material change report will be filed less than 21 days before the closing date of the shares-for-debt transactions, but believes that this shorter period is reasonable and necessary in the circumstances, as the company wishes to improve its financial position by reducing its accrued liabilities as soon as possible.
The company also wishes to announce that it has granted a total of 951,000 RSUs and 190,001 options to acquire shares of the company to certain directors, officers, consultants and senior executives of the company. Each such RSU bears a grant date of May 29, 2020, and will vest in full on May 29, 2021, and each such option was issued on Wednesday, June 3, 2020, using the volume-weighted average price of the company's common shares for the 20-trading-day period ended June 3, 2020, and will expire on June 3, 2025.
Lastly, Clear Blue has re-engaged German Research GmbH as its investor relations consultant in Germany under an extension to the agreement originally signed with German Research in November, 2018. Under the terms of the extension, which can be terminated by either party on 30 days prior written notice, German Research will receive a cash payment of approximately $5,500 per month. In addition, Clear Blue will issue German Research options to purchase 100,000 common shares of Clear Blue at an exercise price of 13 cents per share, vesting in accordance with the policies of the TSX-V. German Research and Clear Blue are unrelated and unaffiliated entities, but German Research and/or its clients may have an interest, directly or indirectly, in the securities of Clear Blue. There are no performance factors contained in the agreement.
About Clear Blue Technologies International
Clear Blue, 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 35 countries, including the United States and Canada.
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