Clear Blue Technologies Completes Balance Sheet Restructuring, Strengthening Platform for Growth
MWN-AI** Summary
Clear Blue Technologies International Inc., a leader in Smart Power solutions for telecom and IoT sectors, has successfully completed a comprehensive balance sheet restructuring aimed at enhancing its financial flexibility and positioning the company for future growth. This restructuring follows the challenges posed by the COVID-19 pandemic, which made equity financing particularly difficult for small-cap public companies. Despite these hurdles, Clear Blue maintained its commitment to research and development, leading to increased capital investment and higher debt levels.
Beginning in November 2024, the company undertook significant efforts to reorganize its financial structure in collaboration with stakeholders, resulting in a stronger foundation that CEO Miriam Tuerk believes will help capitalize on growth opportunities. The restructuring culminated in a new financing agreement with RE Royalties Ltd., which involved converting existing banking debt into a structured package comprising equity, royalty payments, and a term loan.
Key elements of the restructuring include a debt-to-equity conversion, where CAD 250,000 of debt will translate to equity units, and a renewable royalty framework. A separate CAD 375,000 term loan is also part of the agreement, with favorable terms for Clear Blue. Additionally, the company will execute a share consolidation, reducing outstanding shares significantly, from approximately 463 million to 77 million.
As 2025 unfolds, Clear Blue anticipates a return to top-line growth driven by strong sales and a diversified global footprint, particularly in telecommunications in Africa and smart city initiatives in North America. Although the company refrains from providing forward-looking guidance, it remains committed to enhancing shareholder value through strategic execution. Reestablishing a robust financial position ensures Clear Blue is well-prepared for future advancements in the Smart Power sector.
MWN-AI** Analysis
Clear Blue Technologies International Inc. (TSXV: CBLU) has recently completed a significant balance sheet restructuring, positioning itself strategically for future growth following challenges posed by the COVID-19 pandemic. Their restructuring includes a financing agreement with RE Royalties Ltd. (RER), which transforms existing banking debt into an adaptable financial structure, aimed at enhancing liquidity and reducing financial strain.
The restructuring is notable for its debt-to-equity conversion and royalty financing, effectively alleviating immediate financial pressures while maintaining access to necessary capital. The conversion of CAD 250,000 of debt into equity units, and the creation of a structured royalty system capped at CAD 750,000, provide Clear Blue with a more sustainable financial model. The introduction of a new term loan of CAD 375,000, while manageable, indicates a cautious approach in leveraging debt post-restructuring.
Investors keen on Clear Blue should consider the implications of the share consolidation, where one post-consolidation share will replace every six pre-consolidation shares, reducing the total shares from approximately 463 million to around 77 million. This move is intended to enhance share value, increase market perception, and potentially improve trading dynamics on the TSX Venture Exchange.
As Clear Blue navigates into 2025, with anticipated positive EBITDA backed by a strong sales pipeline and diversified global revenue streams—80% of which are likely to come from non-U.S. markets—there’s room for optimism. Furthermore, the company demonstrates resilience amid tariff shifts and geopolitical uncertainties due to its broad geographic customer base.
Overall, Clear Blue Technologies presents a compelling case for investment, especially given its commitment to innovation and the renewable energy sector. However, potential investors should remain mindful of the company’s ongoing operational execution and their strategic responses to market dynamics as they look to capitalize on future growth opportunities.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
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:
- 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. - 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. - 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
[email protected]
www.clearbluetechnologies.com/en/investors
FAQ**
How does the successful completion of the balance sheet restructuring position Clear Blue Technologies International Inc. (CBLU:CC) to better leverage its Smart Power solutions in the competitive telecom and IoT markets?
In light of the economic challenges faced during the pandemic, what specific strategies does Clear Blue Technologies International Inc. (CBLU:CC) plan to implement to enhance its revenue growth from international markets in 2025?
With the new financing agreement involving RE Royalties, how does Clear Blue Technologies International Inc. (CBLU:CC) plan to balance its debt obligations while also continuing to invest in research and development for its technology platform?
Can you elaborate on how Clear Blue Technologies International Inc. (CBLU:CC) anticipates transitioning to a positive EBITDA in 2025, particularly given the operational complexities introduced by recent tariff changes?
**MWN-AI FAQ is based on asking OpenAI questions about Clear Blue Technologies International Inc. Ordinary Shares (OTC: CBUTF).
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