Clear Blue Technologies International Inc. ("Clear Blue" or the
"Company") (TSXV: CBLU) (FRANKFURT: 0YA) (OTCQB: CBUTF), announces
a Q3 2023 corporate update, including preliminary Q3 results.
Q3 2023 Update – Record Control Units
Shipped Drive Revenue Growth
- Revenue is expected
to be $2.243M (+198% from Q2 2023, and 397% from Q3 2022),
exceeding the previously announced guidance range of $1.5M - $2.2M
with Gross Margin expected to be in line with previous
periods;
- Revenue was
distributed across all business units:
- Nano-Grid systems
is expected to be approximately 33% of revenue this quarter and
included several satellite Wi-Fi projects. These first orders are
low volume initial installs but our sales funnel contains a number
of much larger roll out opportunities for 2024;
- Illumient systems
is expected to contribute approximately 42% of the revenue,
including a new order for a First Nations community in British
Columbia as well as the first of two projects for the City of
Hamilton this year;
- Esite-Micro systems
is expected to represent approximately 20% of the revenue and
included two new orders for TowerCo in Africa.
- In the quarter the
Company shipped 920 power control devices across 18 orders, a
quarterly record for units shipped;
- Clear Blue
converted a previously announced Parallel Wireless project to a
full Esite-Micro solution, which is now expected to ship in Q4. The
impact on Q4 revenue is anticipated to be $1.1M. This project and a
number of the other new Esite orders includes Clear Blue’s
Illumience Smart Power management platform and services.
- The cash position
at the end of the quarter was $1.03M and increased by more than 30%
from Q2 2023.
“The third quarter of 2023 saw the Company’s
quarterly performance return to its pre-COVID trajectory of a
seasonally stronger second half,” said Miriam Tuerk, CEO of Clear
Blue. “We see similar demand building in Q4 2023 and beyond, and we
have the balance sheet to continue our growth resumption.”
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.
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
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)
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
financial results and future upcoming contracts.
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.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
described in this news release. Such securities have not been, and
will not be, registered under the U.S. Securities Act, or any state
securities laws, and, accordingly, may not be offered or sold
within the United States, or to or for the account or benefit of
persons in the United States or “U.S. Persons”, as such term is
defined in Regulation S promulgated under the U.S. Securities Act,
unless registered under the U.S. Securities Act and applicable
state securities laws or pursuant to an exemption from such
registration requirements.
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