Clear Blue Technologies Completes Balance Sheet Restructuring, Strengthening Platform for Growth

/EIN News/ -- TORONTO, April 09, 2025 (GLOBE NEWSWIRE) -- Clear Blue Technologies International Inc. (“Clear Blue” or the “Company”), a leader in Smart Power solutions for the telecom and IoT sectors, is pleased to announce the successful completion of a comprehensive balance sheet restructuring initiative.

The global COVID-19 pandemic and subsequent macroeconomic challenges made equity financing particularly difficult for small-cap public companies. Despite this environment, Clear Blue has continued to invest in its industry-leading technology platform, strengthening its position as a market leader in Smart Power solutions.

This ongoing commitment to R&D has required significant capital investment, resulting in a higher debt component on the Company’s balance sheet. Beginning in November 2024, Clear Blue launched a coordinated effort to restructure its financial position, working collaboratively with shareholders, lenders, customers, suppliers, and employees.

The Company is now pleased to confirm the successful completion of this initiative. This milestone significantly enhances Clear Blue’s financial flexibility and positions the Company for long-term growth and value creation for shareholders.

“We are proud to have the support of our stakeholders through this critical process,” said Miriam Tuerk, CEO of Clear Blue Technologies. “With a stronger financial foundation, we are well-positioned to capitalize on new opportunities and deliver on our growth strategy.”

Outlook

Clear Blue Technologies is seeing strong momentum entering 2025, with sales orders and pipeline activity pointing toward a return to top-line growth. Management is targeting positive EBITDA for the year, reflecting the Company’s operational progress and strategic positioning across multiple markets.

Clear Blue benefits from a diversified global customer base across key verticals, including telecommunications in Africa—supported by strong international partners such as European satellite service providers—and smart city initiatives in North America. While the U.S. remains an important market, Clear Blue anticipates that more than 80% of its 2025 revenue will be generated from outside the United States.

Although recent tariff changes have introduced operational complexity, the financial impact to date has been minimal due to the Company's global diversification.

In light of continued macroeconomic and geopolitical uncertainty, and in line with broader market practices, Clear Blue will not be providing formal forward-looking guidance at this time. The Company remains focused on execution and is committed to transparency as conditions evolve.

The final two steps of the restructuring initiative consisted of two major developments:

• the Company has entered into a comprehensive financing agreement with RE Royalties Ltd. (“RER”),
• a share consolidation (the “Consolidation”) of the Company’s issued and outstanding common shares (the “Common Shares”) on the basis of one (1) post-Consolidation Common Share for every six (6) pre-consolidation Common Shares.

Financing Agreements with RE Royalties

Clear Blue has signed a debt conversion agreement (the “Debt Conversion Agreement”), amended and restated loan agreement, and royalties agreement with RE Royalties to convert its existing banking debt obligations into a structured package comprising equity, royalty payments, and a term loan. Under the terms of the agreements:

1. Debt-to-Equity Conversion:
   CAD 250,000 of the Bank of Nova Scotia (BNS) loan facility will be converted into 1,388,889 post-consolidation equity units. Each unit consists of one common share and one common share purchase warrant. Units are priced at CAD 0.18 per share, and each warrant is exercisable at CAD 0.30 for 24 months. The units to be issued pursuant to the Debt Conversion Agreement are subject to the final approval of the TSX-V.
2. Royalty Financing:
   CAD 250,000 of the existing facility will be converted into a 15-year royalty of 0.75% on Clear Blue’s gross consolidated revenues, payable quarterly, with total cumulative payments capped at CAD 750,000.
3. Term Loan:
   The remaining CAD 250,000 of the BNS loan, along with an additional CAD 125,000 from RER, will be combined into a 12-month secured term loan totaling CAD 375,000, with an annual interest rate of 12%, compounded monthly and payable quarterly.
   

There are no structuring, early repayment, or management fees associated with the new financing.

Completion of Share Consolidation

In tandem with the new financing structure, effective April 11, 2025 (the “Effective Date”) the Company will complete a consolidation of issued and outstanding common shares on the basis of one (1) post-consolidation share for every six (6) pre-consolidation shares.

Key highlights of the consolidation include:

• The number of outstanding shares will be reduced from 463,278,450 to 77,213,075.
• Post-consolidation shares will commence trading on the TSX Venture Exchange on April 11, 2025 under the same ticker symbol, “CBLU”, with a new CUSIP number: 18453C404.
• The Company’s shares also continue to trade on the Frankfurt Stock Exchange under the symbol “OYA”.
  

As stated in the Company’s press release announcing the Consolidation dated January 6, 2025, no fractional Common Shares have been issued in connection with the Consolidation. The exercise or conversion price and the number of Common Shares issuable under any of the Company’s outstanding convertible securities has been proportionately adjusted in connection with the Consolidation.

The post-consolidated Common Shares are delivered by the Company’s transfer agent to shareholders holding book shares / DRS Advice positions and their pre-consolidated shares become null and void automatically. Shareholders holding physical share certificates are required to deposit a completed Letter of Transmittal and the physical share certificates for cancellation to receive post-consolidated shares. Letters of Transmittal were mailed by the Company’s transfer agent on the Effective Date. Registered shareholders may also obtain a copy of the Letter of Transmittal by accessing the Company’s SEDAR+ profile at www.sedarplus.ca. Shareholders who hold their Common Shares through intermediaries (e.g., a broker, bank, trust company investment dealer or other financial institution) and who have questions about the Consolidation should contact their intermediaries.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

About Clear Blue Technologies International Inc.

Clear Blue Technologies (TSXV: CBLU) (FRA: 0YA) (OTCQB: CBUTF) is the Smart Off-Grid™ company, delivering clean, managed, “wireless power” solutions for telecom, lighting, security, and Internet of Things (IoT) devices in over 37 countries. Clear Blue’s systems provide reliable and sustainable power in areas where traditional energy infrastructure is costly or inaccessible.

About RE Royalties Ltd.

RE Royalties is a leader in innovative financing for renewable energy companies, offering capital in exchange for royalties from sustainable infrastructure projects around the world.

For More Information:

Miriam Tuerk, Co-Founder and CEO
+1 416 433 3952
miriam@clearbluetechnologies.com 
www.clearbluetechnologies.com/en/investors