Clear Blue Technologies Acquires eSite Power Systems and Provides Private Placement Update

GLOBENEWSWIRE

Monday, January 23, 2023, 5:30 AM MST

Second Tranche of $2.5 Million Private Placement Expected to Close in January

eSite Acquisition Accelerates Clear Blue’s 2023 Cashflow Breakeven

TORONTO, Jan. 23, 2023 (GLOBE NEWSWIRE) -- Clear Blue Technologies International Inc. (“Clear Blue” or the “Company”) (TSXV: CBLU), the Smart Off-Grid™ Company, announces that it has closed the acquisition of eSite Power Systems, announced on December 21, 2022. The purchase of eSite has been financed by issuing 3,000,000 Clear Blue common shares to eSite Power Systems’ shareholders and is being completed on a cash-free, debt-free basis.

Recall, the Company previously announced a non-brokered private placement for gross proceeds of up to approximately CAD$2,500,000 (the “Offering”). A first tranche closed in December, raising gross proceeds of CAD$1,261,668 with certain members of Clear Blue’s management and board of directors investing CAD$599,871, which brings insider ownership up to 22% from 16% previously.

The Company plans to close a second tranche for gross proceeds of up to CAD$1,238,332, by the end of January. The second tranche includes Pegroco Invest AB (“Pegroco”), an investment company holding a 49% stake in eSite, together with other Swedish investment funds, contributing up to CAD$762,500. As a result, Pegroco will own just under 9% of the basic shares outstanding of Clear Blue Technologies International Ltd. Pegroco is also guaranteeing certain vendor commitments by eSite through 2023. The second tranche will add four new institutional investors to Clear Blue’s investor base, including Pegroco.

“eSite currently has over 1,000 power systems operating in the field that can benefit from Clear Blue’s Illumience software and management service,” said Clear Blue CEO Miriam Tuerk. “Their technology and broad customer base in the retrofit market dovetails nicely with Clear Blue’s new install business, providing significant expansion opportunities in our key markets. Combined with the Offering, management is confident the acquisition can help drive Clear Blue’s growth and drive to cash flow breakeven in 2023, as evidenced by management’s and Pegroco’s substantial participation in the coincident Private Placement.”

About eSite Power Systems

eSite Power Systems is a Swedish technology company that specializes in power supply systems for telecom sites. With over 10 years of experience in designing and building its award-winning eSite™ solution, eSite Power Systems is a market leader in its field and has been a driving force in the development of sustainable green energy infrastructure in Africa and Asia. The company is the recipient of several industry awards, including Sustania 100 and the GSMA Green Mobile Award.

About Pegroco

Pegroco (www.pegrocoinvest.com) is an investment company that invests in small and medium-sized unlisted companies, preferably in Sweden. Pegroco's preference share is listed on Nasdaq First North Premier Growth Market Stockholm. Erik Penser Bank AB is Pegroco's Certified Adviser on Nasdaq First North Growth Market Stockholm.

About Clear Blue Technologies

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.

Investor Relations:Miriam TuerkCo-Founder and CEO+1-416-433-3952miriam@clearbluetechnologies.com http://www.clearbluetechnologies.com/en/investors

Investor Relations:Nikhil ThadaniSophic Capital+1-437-836-9669nik@sophiccapital.com 

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, the future phases of the project or future value of this project for any mentioned parties.

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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