Clear Blue Technologies Provides Corporate Q3 2023 Update - Seite 2

Other Items of Note

Further to its September 20, 2023 news release, Clear Blue has completed its previously announced amendments to certain of its unsecured convertible debentures in the aggregate principal amount of $4,334,000 and additionally completed its shares for debt transaction with an arm's length lender.

Shares for Debt Settlement

The Company confirms that it has received approval from the TSX Venture Exchange ("TSXV") and completed its shares for debt transaction, whereby an aggregate of $343,000 of the Company's outstanding debt was settled by way of the issuance of 4.9 million common shares in the capital of the Company to BDC Capital Inc. at a deemed price of $0.07 per share.

All securities issued pursuant to the debt settlement are subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.

Extension and Amendments to the 2021 Convertible Debentures

Clear Blue also announces that the TSXV has additionally approved the previously announced amendments to the Company's 2021 10% convertible debentures. The amendments result in an (i) an extension to the maturity date of the debentures from October 27, 2025 to October 27, 2026, (ii) a reduction in the conversion price from $0.40 to $0.15, (iii) a decrease in the exercise price of the warrants forming part of the units issuable on conversion from $0.60 to $0.25, and (iv) a decrease in the forced conversion price, being from when the daily VWAP of the Company's common shares is greater than $0.90 for any 10 consecutive trading days. The threshold to obtain consent for the amendments was met, as debentureholders representing in excess of 50% of the outstanding principal amount of the 2021 debentures have consented to the amendments in accordance with the terms of the debenture certificates.

For more details on the debenture amendments and shares for debt settlement please refer to the Company's press release dated September 20, 2023.

Investor Relations Option Grant

The Company also announces that it has cancelled 650,000 options that were granted to Sophic Capital in 2021 and has granted 900,000 options to purchase Clear Blue shares at a price of $0.04 per share. The options will vest in equal amounts of 450,000 on the first, and second anniversary dates of the date that the options were granted. The vested Options shall be exercisable up until the earlier of 5:00 p.m. (Toronto time) September 27, 2028, being the date, which is five (5) years from the date of the grant.