Clear Blue Technologies International Announces Shares for Debt Transaction and Annual Incentive Compensation Awards
TORONTO, May 29, 2020 (GLOBE NEWSWIRE) -- Clear Blue Technologies International Inc. (Clear Blue or the "Company") (TSXV: CBLU) (FRANKFURT: 0YA), the Smart Off-Grid company, is pleased to announce
that it has entered into debt settlement agreements with certain directors, officers and employees of the Company to settle aggregate indebtedness of $340,225 in exchange for the issuance of an
aggregate of 2,013,161 common shares of the Company at a price per share of $0.169, being the volume weighted average price of the Company's common shares 20 trading-day period ended May 29, 2020,
thereby allowing the Company to preserve cash and improve its balance sheet.
As a further cash savings measure, the Company has granted an aggregate 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 February 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 (the "TSXV"). 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 ("MI 61-101"). 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% 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.