Ms. Miriam Tuerk reports
CLEAR BLUE TECHNOLOGIES ANNOUNCES CLOSING OF UPSIZED AND OVERSUBSCRIBED BROKERED OFFERING LED BY ECHELON WEALTH PARTNERS INC.
Clear Blue Technologies International Inc. has closed its upsized and oversubscribed private placement, including a full exercise of the agent's option, for gross proceeds of approximately $5-million. Echelon Wealth Partners Inc. acted as agent and sole bookrunner for the offering.
The offering resulted in the issuance of 13,157,800 units of the company at a price of 38 cents per unit. Each unit consists of one common share in the capital of the company 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. 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 Venture Exchange 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 after the acceleration trigger date.
Proceeds from the offering are anticipated to be used for sales, marketing, research and development, and working capital requirements.
The company paid a cash commission to the agent and members of the agent's selling group equal to $285,454 and issued 751,196 compensation warrants entitling the holders to acquire one common share for each compensation warrant exercisable at 38 cents per common share. Such compensation warrants will be exercisable for 36 months from the closing date of the offering.
Certain directors and officers of the company 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), 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 expected closing date of the transaction as the details of the transaction and the total amount to be invested by the applicable officers and directors were not settled until shortly prior to the closing of the offering and the company wished to complete the offering on an expedited basis for sound business reasons.
The securities issued pursuant to the offering are subject to a hold period of four months and one day pursuant to applicable securities laws.
About Clear Blue Technologies International
Clear Blue Technologies International 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 United States and Canada.
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