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Clear Blue increases financing to $4.35-million

2020-12-14 09:46 ET - News Release

Ms. Becky Nye reports

CLEAR BLUE TECHNOLOGIES ANNOUNCES UPSIZING TO PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT TO $4,350,000

Clear Blue Technologies International Inc. has upsized its previously announced brokered private placement for gross proceeds of approximately $3-million. The company has upsized the initial offering to gross proceeds of up to approximately $4.35-million to accommodate investor demand. Echelon Wealth Partners Inc. will act as agent and sole bookrunner for the offering.

The company has granted the agent an option to increase the size of the offering by up to 15 per cent, exercisable in the discretion of the agent, in whole or in part, at any time up to 48 hours prior to the final closing date of the offering.

The upsized offering will consist of up to 11,445,000 units of the company at a price of 38 cents per unit. Each unit consists of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share at a price of 55 cents per common share for a period of 36 months from the closing date of the offering, subject to acceleration as described below.

If the agent exercises the overallotment option in full, the company will issue a total of 13,157,800 units, for total gross proceeds of $4,999,964.

Proceeds from the offering are anticipated to be used for sales, marketing, research and development, and working capital requirements.

The company will pay a cash commission to the agent equal to 7 per cent of the aggregate gross proceeds of the offering (2 per cent from the sale of units to purchasers identified on the company's president's list) and will issue broker warrants equal to 7 per cent of the number of units sold under the offering (2 per cent of the number of units from the sale of units to purchasers identified on the company's president's list), each exercisable to acquire one common share at the offering price for a period of 36 months from the closing date of the offering. The warrants are subject to an accelerated expiry option whereby the company can trigger an accelerated 30-day expiry of the warrants if the closing price of the company's common shares listed on the TSX-V remain higher than 85 cents for 20 consecutive trading days. On the 20th consecutive trading day above 85 cents, the warrant expiry date may be accelerated to 30 trading days after the acceleration trigger date by the issuance of a news release announcing such acceleration, within two trading days of the acceleration trigger date.

The units will be offered and sold by private placement in Canada to accredited investors within the meaning of National Instrument 45-106 -- Prospectus Exemptions and other exempt purchasers in each province of Canada, and may be sold outside of Canada on a basis which does not require the qualification or registration of any of the common shares or the warrants comprising the units in the subscriber's jurisdiction. The company may also concurrently offer and sell units outside of Canada on a non-brokered, unregistered private placement basis to a limited number of accredited investors (as defined in Regulation D under the United States Securities Act of 1933, as amended) in reliance on exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws or in other jurisdictions where permitted by law. The securities issued in the offering will be subject to applicable hold periods imposed under applicable securities legislation, including a hold period of four months and one day from the date of issuance.

It is expected that certain directors and officers of the company will participate in the offering. Any subscriptions by insiders will be considered related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. The company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of such insider participation in the offering.

About Clear Blue Technologies International Inc.

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 34 countries, including the United States and Canada.

We seek Safe Harbor.

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