Clear Blue Closes Convertible Debenture Financing, Raises $2.2M
Summary
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, 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. 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 $0.10 were paid as finders fees in the first tranche of the Offering.The net proceeds received by the Company will be used for working capital purposes. (TSXV: CBLU) (FRA: 0YA) (OTCQB: CBUTF).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.This press release contains certain "forward-looking information" and/or "forward-looking statements" within the meaning of applicable securities laws. 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.