Shareholder Convertible Debenture, Government of Canada SOFII Loan and BDC Bank support is part of funding

TORONTO, Aug. 06, 2024 (GLOBE NEWSWIRE) -- Clear Blue Technologies International Inc. (TSXV: CBLU) (the "Company") is pleased to announce that it has received significant financial support from its stakeholders to provide financial support to the Company as it continues to invest in its AI leadership in Smart Power for Internet of Things, Smart City and Telecom markets around the world. The financing consists of the following transactions:

• SOFII (Southern Ontario Fund for Investment in Innovation), a previous supporter of Clear Blue has provided a 7-year loan of $500,000 with interest payable at 14% compounded annually to Clear Blue. Southern Ontario Fund for Investment in Innovation (SOFII). Launched by the Government of Canada in July 2012, SOFII supports high-growth, innovative Small and Medium-sized Enterprises (SMEs) in rural and urban communities.
• A private placement of convertible debentures, including participation by management, contributed additional cash contribution, with the total sum of the convertible debenture totaling up to $2.2M, of which an initial tranche of $1.46M has been completed.
• Business Development Bank of Canada (BDC), Clear Blue’s main financing partner, deferred a total of $240,000 of payments due in 2024 to a balloon payment at the end of the loan term, in 2026.
  

Taken combined, the above financings provide cash, deferred payments and additional liquidity totaling $2.9M.

“During these difficult financial and market times, the support from Clear Blue’s community of stakeholders – shareholders, investment bankers, Government of Canada (SOFII), and BDC is greatly appreciated and Clear Blue’s customers, employees, suppliers and other stakeholders greatly appreciate the ongoing support,” said Miriam Tuerk, CEO of Clear Blue. “Clear Blue’s expanded product line of 4 products has grown our addressable market and our investment in Smart Power management, control and predictive analytics has established us a global leader in providing reliable, mission critical Off-Grid and Hybrid power in the market. Our outlook for revenue growth is strong with an ever-growing sales funnel. This funding allows us to continue to execute on our plan, and grow our revenue and profitability.”

Additional details on the financing are outlined below:

The convertible debenture financing takes the form of a private placement offering (the "Offering") in the aggregate principal amount of up to $2,200,000 of unsecured convertible debentures (each, a "Debenture") at a price of $1,000 per Debenture. In this initial tranche of the Offering, gross proceeds of approximately $1.41M were subscribed for. Additionally, the Company has indications of interest for an incremental amount of $0.79M , expected to be completed in one or more additional tranches to be announced in due course.

The Debentures bear interest from the applicable issuance date at 14% per annum until the date that is 36 months following the closing date (the "Maturity Date"). 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 $0.10 per Unit (the "Conversion Price"), subject to adjustment in certain events.

Each Unit is 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 $0.15 per Common Share, subject to adjustment in certain events, until the Maturity Date; provided however, 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 if the daily volume weighted average trading price of the Common Shares is greater than $0.25 (subject to adjustment in certain events) for any 10 consecutive trading days on the TSX Venture Exchange (the "TSXV").

Beginning on the date that is one year following the closing date, but subject to receipt of any required approvals, the Company may force the conversion of all of the principal amount of the then outstanding Debentures at the Conversion Price on not less than 21 days' notice should the daily volume weighted average trading price of the Common Shares be greater than $0.25 (subject to adjustment in certain events) for any 10 consecutive trading days on the TSXV.

Certain directors and officers of the Company (collectively, the "Insiders") participated in the Offering in the aggregate amount of $319,000, and, as such, the Offering constitutes 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(a) and 5.7(1)(a) of MI 61-101 in respect of such Insider participation. No special committee was established in connection with the Offering or the participation of the Insiders, 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 initial closing of the Offering. Closing of the participation of Insiders in the Offering remains subject to the approval of the TSXV.

Fees of $5,740 and 22,400 broker warrants at a price of $0.06 were paid as finders fees for this transaction.

The net proceeds received by the Company will be used for working capital purposes. The closing of the Offering is subject to the satisfaction of customary conditions, including the approval of the TSXV. All securities issued under the Offering remain subject to a statutory four month hold period.

Lastly, Clear Blue has entered into debt settlement agreements with a consultant of the Company to settle indebtedness of $132,200 in exchange for the issuance of 2,203,333 warrants of the company, convertible to equal number of common shares at a price per share of $0.06, thereby allowing the Company to preserve cash and improve its balance sheet.

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).

About SOFII

Community Futures Eastern Ontario (CFEO) and are non-profit organizations delivering the Southern Ontario Fund for Investment in Innovation (SOFII) across Southern Ontario. This program supports scale-up of high-growth, innovative Small and Medium-sized Enterprises (SMEs) in rural and urban communities by offering loans of $150,000 to $500,000 (additional funding available on an exception basis). SOFII provides interest-bearing business loans to help innovation and growth in small and medium sized enterprises (SMEs) across the region.

About BDC

BDC is the only bank devoted exclusively to entrepreneurs. It provides access to financing, both online and in-person, as well as advisory services to help Canadian businesses grow and succeed. Its investment arm, BDC Capital, offers a wide range of risk capital solutions. For 75 years and counting, BDC’s purpose has been to support entrepreneurs in all industries and all stages of growth. For more information and to consult more than 1,000 free tools, articles and entrepreneurs’ stories, visit bdc.ca.

For more information, contact:

Miriam Tuerk, Co-Founder and CEO

+1 416 433 3952

investors@clearbluetechnologies.com

www.clearbluetechnologies.com/en/investors

Nikhil Thadani, Sophic Capital

+1 437 836 9669

Nik@SophicCapital.com

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.

Forward-Looking Statement

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 completion of future tranches of the Offering and the use of 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.

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