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TORONTO, Dec. 27, 2024 (GLOBE NEWSWIRE) -- Clear Blue Technologies International Inc. (TSXV: CBLU) (FRANKFURT: OYA) (OTCQB: CBUTF) (“ CBLU ” or the “ Company ”) today announces that as a result of strong support from its secured lenders, its shareholders, customers, suppliers, employees and convertible debenture holders and other creditors and investors, it has initiated a proposed package of financial restructuring which should position the company well to embrace the opportunities in front of it in 2025 and beyond. The Package consists of the following: A Shares for Debt Transaction to convert existing convertible debentures, shareholder loans, and other creditor amounts into equity. A Private Placement to raise additional working capital funds. A share consolidation of 6:1 to meet certain TSX Venture Exchange (“ TSXV ”) regulatory requirements. A cost reduction program within the Company to reduce operating expenses and R&D investments. “Clear Blue is strongly positioned to address North American and African Telecom and Smart City opportunities. It is a leader in its target markets and now has 4 proven products, each with strong growth potential. The last 3 years of Covid, war, inflation, interest rate hikes and related events have held the Company back from being able to capitalize on this opportunity. As a result of this financial restructuring, the Company can now move forward and focus on the opportunity in front of it,” said Miriam Tuerk, Co-Founder and CEO of Clear Blue. “A community builds a company, and the Clear Blue community has stepped forward at this stage to support the Company in a big way. We cannot thank everyone enough for their contribution and willingness to work together to achieve this milestone.” Details of the above are provided below: The Company will be entering into debt settlement agreements with certain debenture holders and other creditors to settle an aggregate of approximately $8.77 million indebtedness that will be converted into units of the Company, with each unit comprised of one common share and one common share purchase warrant at a price per common share of $0.03, with each warrant exercisable for 24 months at a strike price of $0.05 (the “ Shares for Debt Transaction ”). If $8.77 million indebtedness is settled then an aggregate of 292,438,847 common shares and 272,503,847 warrants will be issued on closing. The completion of the Shares for Debt Transactions is subject to a number of conditions, including the approval of the TSXV. Upon finalizing agreements with all creditors, the Company will issue a subsequent news release outlining the precise amount of debt settled and the number of units issued on closing. Alongside the Shares for Debt Transaction, the Company has also initiated a non-brokered private placement on identical terms to the Shares for Debt Transaction, with units of the Company to be issued comprised of one common share and one common share purchase warrant at a price per common share of $0.03, with each warrant exercisable for 24 months at a strike price of $0.05 (the “ Private Placement ”, and together with the Shares for Debt Transaction, the “ Transactions ”), for gross proceeds of up to $2 million. The net proceeds from the Private Placement will be used for working capital and general corporate purposes. If the maximum of $2 million is raised, an aggregate of 66,666,666 common shares and 66,666,666 warrants will be issued on closing the Private Placement. The Company also announces a plan to proceed with a consolidation of its issued and outstanding common shares on the basis of six (6) pre-consolidation shares for each one (1) post-consolidation share (the “ Consolidation ”). The Company believes that the Consolidation is in the best interests of shareholders as it will allow the Company to complete the Transactions in accordance with abiding by TSXV policies as well as enhance the marketability of the common shares. Accordingly, the Company plans to hold a special meeting of shareholders on or around the beginning of March 2025, prior to which time an information circular will be sent to shareholders containing additional details pertaining to the Consolidation. No fractional shares will be issued as a result of the Consolidation. Any fractional shares resulting from the Consolidation will be rounded down to the next whole common share. The initial closings of the Transactions are expected to occur on or before December 31, 2024, or such other date as the creditors, investors and the Company may agree upon, and are subject to the completion of formal documentation and the Company receiving all necessary regulatory approvals, including the approval of the TSXV. The securities issued pursuant to the Transactions will be subject to a hold period of four months and one day from the issuance date in accordance with applicable securities laws. Insiders may participate in the Transactions and the participation of insiders will be considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(b) and 5.7(1)(a) of MI 61-101 on the basis that no securities of the Company are listed on specified markets and the fair market value of the debt being settled by interested parties does not exceed 25% of the Company’s market capitalization. Additionally, the Company announces that it entered into a promissory note dated September 30, 2024, pursuant to which, Miriam and John Tuerk, directors and officers of the Company, collectively loaned the Company the principal amount of $994,704 (the “ Loan ”). The Loan is repayable on January 1, 2026, without interest. The lenders are control persons and directors and officers of the Company, and accordingly, the Loan constitutes a “related party transaction” pursuant to MI 61-101. The Loan is exempt from the formal valuation and minority shareholder approval requirements of 61-101. The Company is exempt from the formal valuation requirement contain in section 5.5(b) of MI 61-101 as the Company does not have securities listed on a specified stock exchange. The Loan is further exempt from the minority shareholder approval requirement pursuant to section 5.7(1)(a) of MI 61-101 as the fair market value of Loan is less than 25% of the Company’s market capitalization. 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. For more information, contact: Miriam Tuerk, Co-Founder and CEO +1 416 433 3952 investors@clearbluetechnologies.com www.clearbluetechnologies.com/en/investors About Clear Blue Technologies International Clear Blue Technologies International, the Smart Off-GridTM 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. 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. 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 the Company's current and future financial position. 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.
In response to the incident, local officials have released a statement emphasizing that there is currently no indication of criminal activity or suspicious circumstances surrounding the woman's death. They have assured the community that appropriate measures are being taken to assess the situation and provide support to the woman's family and loved ones.California Attorney General Expands Immigration Protection Law as 'Trump-Proofing' Efforts ContinueKobe Sanders tied a season high with 27 points as Nevada claimed fifth place in the Charleston Classic with a 90-78 victory over Oklahoma State Sunday afternoon in South Carolina. Sanders helped the Wolfpack (6-1) earn a second win following one-possession games against Vanderbilt and VCU. After hitting the decisive 3-pointer with five seconds left in Friday's 64-61 win over VCU, Sanders made 7 of 10 shots, hit three 3s and sank 10 of 13 free throws Sunday. Nick Davidson added 223 points as Nevada led by as many as 19 and shot 58.9 percent. Brandon Love contributed 11 on 5-of-5 shooting as the Wolfpack scored 46 points in the paint and scored at least 85 for the fourth time this season. Marchelus Avery led the Cowboys (4-2) with 15 points and Arturo Dean added 13. Robert Jennings and Abou Ousmane added 11 apiece but leading scorer Bryce Thompson was held to seven points on 1-of-9 shooting as Oklahoma State shot 42 percent and 73.2 percent (30-of-41) at the line. After Avery's 3 forged a 12-12 tie with 13:41 remaining, Nevada gradually gained separation. The Wolfpack took a 24-15 lead on Chuck Bailey's jumper in the paint with 8:28 left but the Cowboys inched back, getting within 33-31 on a dunk by Avery with 4:11 left. Another Bailey jumper staked Nevada to a 40-33 lead by halftime. Nevada began pulling away early in the second half as it scored eight in a row for a 52-40 lead on a basket by Love with 16:44 left. A 3 by Sanders opened a 62-43 lead with 14:06 remaining before Oklahoma State charged back. After Nevada made eight straight shots, the Cowboys countered with 11 straight points and trailed 62-54 with 11:19 left on a 3-pointer by Avery. Thompson made his first basket by sinking a jumper with 10:37 left to get Oklahoma State within 64-56 left, and Keller's triple cut the margin to 70-64 nearly three minutes later. The Cowboys were within 78-72 on a basket by Avery with 3:56 remaining, but he fouled out about a minute later and the Wolfpack outscored Oklahoma State 12-6 the rest of the way as Sanders sank five free throws. --Field Level Media
This oversight in the design of the Luckin X Series Cup has raised questions about the quality control processes in place during the product development phase. While it is not uncommon for products to undergo rigorous testing before being released to the market, the oversight of fundamental functionality such as heat resistance highlights a lapse in the design and manufacturing process. As a result, consumers who purchased the cup with the expectation of a versatile and reliable beverage container were left disappointed and dissatisfied with their purchase.
Title: Chairman Embroiled in Controversy Over Alleged Indecent Photos - Distributor Penalized, Greenland Group Lodges Complaint and Denies RumorsCharter Communications Inc. Cl A stock underperforms Thursday when compared to competitors despite daily gainsIn conclusion, the debate surrounding the cooperation with the Syrian Democratic Forces Alliance and the potential cancellation of the terrorist organization designation highlights the delicate balance that the US faces in navigating its alliances in the Middle East. As the Biden administration weighs its options, it must carefully assess the implications of its decisions on regional stability, counterterrorism efforts, and international relations. Only time will tell how this evolving situation will shape the future of US policy in Syria and beyond.
The legal standard for determining rape of mental health patients revolves around the issue of consent. In many jurisdictions, consent is considered invalid if the individual is unable to understand the nature of the sexual act, its consequences, or is incapable of giving informed consent due to their mental health condition. This raises the question of how to assess the capacity of a mental health patient to consent to sexual activity.To address these challenges, Reinekel suggested that Arsenal prioritize improving their set piece strategy and invest in a specialist set-piece taker to increase their goal-scoring capabilities. He also recommended that the Gunners work on enhancing their overall attacking creativity and fluidity in open play to unlock defenses and create more scoring opportunities.
Title: Visa-Free Month: How Koreans Win Over Chinese Hearts
The Tianjin Education Bureau clarified that while the government is committed to supporting education and providing assistance to students from low-income families, the rumored "Free Education Assistance Program" does not actually exist. They emphasized that all official announcements and initiatives related to education support will be communicated through official channels and government websites.The 82nd Golden Globe Awards are set to be a celebration of talent and creativity, with a diverse array of nominees representing the best in film and television. From intense dramas to hilarious comedies, the nominations showcase the breadth and depth of talent in the industry.
The key feature of Microsoft's zero water consumption data center design is its innovative use of water evaporation technology. By harnessing the natural process of evaporation, the data center is able to cool its systems without the need for any additional water input. This not only reduces water usage but also minimizes the environmental impact of the facility.
AMBCrypto CEO Jeevan Thomas on NFTs: Revolutionizing Digital Ownership 12-27-2024 10:00 PM CET | Business, Economy, Finances, Banking & Insurance Press release from: ABNewswire The image symbolizes the transformative power of NFTs across digital art, gaming, and real estate, portraying the technological shift in ownership. NFTs are not just a trend; they represent a transformative shift in digital ownership, asserts Jeevan Thomas, CEO of AMBCrypto. From empowering artists with direct monetization to redefining industries like gaming and real estate, NFTs are unlocking unprecedented opportunities. In this article, Jeevan explores how NFTs are poised to revolutionize asset ownership and reshape the future. A Paradigm Shift in Ownership Imagine owning a piece of digital art, a virtual real estate plot, or an exclusive in-game item, all secured and authenticated through blockchain technology. This is the transformative promise of Non-Fungible Tokens (NFTs), which are redefining digital ownership across various industries. Jeevan Thomas [ https://www.linkedin.com/in/jeeevaan/ ], CEO of AMBCrypto [ https://ambcrypto.com/ ], a leading digital news publisher, emphasizes that NFTs are not just a fleeting trend but a fundamental shift in how we perceive and manage digital assets. What Are NFTs? NFTs are unique digital tokens that represent ownership of specific items or content on the blockchain. Unlike cryptocurrencies such as Bitcoin or Ethereum, which are fungible and can be exchanged on a one-to-one basis, NFTs are indivisible and unique. This makes them ideal for certifying ownership of digital assets like art, music, and virtual real estate. This uniqueness is at the heart of how NFTs are revolutionizing digital ownership. NFTs Empowering the Art World In the art world, NFTs have empowered artists to monetize their digital creations directly, eliminating the need for intermediaries. This direct-to-consumer model ensures that artists receive fair compensation for their work and retain control over their creations. Additionally, NFTs can be programmed with smart contracts to provide royalties to artists upon secondary sales, ensuring ongoing revenue as their work appreciates in value. Redefining the Music Industry The music industry is also experiencing a paradigm shift due to NFTs. Musicians can tokenize their work, offering fans exclusive ownership of songs, albums, or concert experiences. This not only creates new revenue streams but also fosters a deeper connection between artists and their audiences. Smart contracts embedded within NFTs ensure that artists receive a predetermined percentage of royalties upon secondary sales, providing transparency and fairness in revenue distribution. Transforming Gaming Experiences In gaming, NFTs are redefining player engagement by allowing true ownership of in-game assets. Players can purchase, sell, and trade items like skins, weapons, or virtual land across different platforms, creating real-world value from virtual experiences. This interoperability enhances the gaming experience and opens up new economic opportunities within virtual environments. Virtual Real Estate: A New Frontier Virtual real estate is another frontier being transformed by NFTs. Digital platforms like Decentraland allow users to purchase, develop, and monetize virtual land parcels. These virtual properties can be used for various purposes, including hosting events, creating virtual stores, or building digital art galleries, all secured through NFT ownership. Challenges and Concerns Environmental Impact Despite the excitement surrounding NFTs, challenges remain. Environmental concerns have been raised due to the energy-intensive nature of blockchain transactions, particularly on platforms like Ethereum. However, efforts are underway to develop more sustainable blockchain solutions to mitigate these impacts. Legal and Regulatory Issues Legal considerations also pose challenges, as the regulatory landscape for NFTs is still evolving. Issues such as copyright ownership, transfer of rights, and the legal status of NFTs in various jurisdictions are areas of ongoing debate and development. Clear legal frameworks are necessary to protect creators and consumers in the NFT ecosystem. Expanding Applications of NFTs Real Estate Tokenization Jeevan Thomas highlights that the potential applications of NFTs extend beyond art and entertainment. They can be utilized in sectors like real estate, where property deeds can be tokenized, providing a secure and transparent method for transferring ownership. This could streamline real estate transactions, reduce fraud, and increase accessibility to property investments. Identity and Credential Verification NFTs can also play a significant role in verifying identities and credentials. Academic degrees, professional certifications, and other credentials can be securely tokenized, preventing fraud and ensuring authenticity. This application could revolutionize how individuals and institutions manage and share verifiable information. The Future of Digital Ownership Jeevan Thomas believes that NFTs are not merely a technological innovation but a cultural and economic shift. They are democratizing access to ownership, enabling creators to gain fair value for their work, and providing consumers with a secure and transparent way to own digital assets. As the technology matures and regulatory frameworks solidify, the NFT ecosystem is poised to expand into new industries, offering unprecedented opportunities for creators, businesses, and consumers alike. NFTs are not just about owning digital assets-they are about redefining what ownership means in the digital age. Media Contact Company Name: AMBCrypto Contact Person: Sujeev Thomas Email:Send Email [ https://www.abnewswire.com/email_contact_us.php?pr=ambcrypto-ceo-jeevan-thomas-on-nfts-revolutionizing-digital-ownership ] Country: India Website: https://ambcrypto.com/ This release was published on openPR.Israeli troops forcibly remove staff and patients from northern Gaza hospital, officials say