Clear Blue Technologies International Inc. (formerly Dagobah Ventures Ltd.) ("Clear Blue International" or the "Resulting Issuer") is pleased to announce that it has completed its previously announced business combination (the "Transaction") with Clear Blue Technologies Inc. ("Clear Blue"). Pending final approval of the TSX Venture Exchange (the "TSXV"), the common shares of the Resulting Issuer are expected to commence trading on the TSXV at the open of the market on July 19, 2018 under the symbol "CBLU".

"As the world's first Smart Off-Grid company, Clear Blue was founded to meet the global need for clean, reliable, affordable off-grid power as we transition away from traditional energy grid distribution", says Miriam Tuerk, co-founder and CEO of Clear Blue. "To date, our patented Smart Off-Gridâ„¢ technology is being used to power thousands of solar, wind and hybrid-powered systems, including street lights, telecom systems, security and other IOT devices, in 34 countries worldwide. Initiatives such as the Facebook-led Telecom Infra Project are driving huge demand and market potential. Our listing on the TSXV, Canada's premium exchange for technology companies, will provide us with the access to capital that will ensure we can capitalize on the worldwide disruption to the existing power infrastructure."

The Transaction

Pursuant to the terms of the Transaction, the Resulting Issuer acquired all of the issued and outstanding securities of Clear Blue. The Transaction constitutes a reverse take-over of the Resulting Issuer, with the Resulting Issuer being renamed "Clear Blue Technologies International Inc.". Under the terms of an amalgamation agreement among the Resulting Issuer, 2621388 Ontario Ltd. (a wholly-owned subsidiary of the Resulting Issuer) and Clear Blue, all of the outstanding securities of Clear Blue were exchanged for equivalent securities of the Resulting Issuer on a one-for-one basis (following a subdivision of Clear Blue's common shares on a 2.63452:1 basis), such that former securityholders of Clear Blue continued as securityholders of the Resulting Issuer. As a result, 30,289,804 common shares of the Resulting Issuer were issued to former shareholders of Clear Blue, including 8,569,000 Resulting Issuer common shares and 4,284,500 warrants to purchase Resulting Issuer common shares issued to former holders of subscription receipts of Clear Blue issued pursuant to its previously-announced private placement completed on February 22, 2018 and March 14, 2018. Immediately prior to the completion of the Transaction, Clear Blue International effected a continuance of its corporate existence from the Business Corporations Act (British Columbia) to the Business Corporations Act (Ontario) and enacted new by-laws to replace the previously existing articles of Dagobah Ventures Ltd.

As a result of the completion of the Transaction, there are: (i) 34,850,353 common shares of the Resulting Issuer; (ii) 5,589,598 common share purchase warrants of the Resulting Issuer; (iii) 2,762,812 options to purchase common shares of the Resulting Issuer; and (iv) 597,205 compensation options of the Resulting Issuer. 

Effective as of the completion of the Transaction, the board of directors of the Resulting Issuer consists of Miriam Tuerk, John Tuerk, Mark Windrim, Steven Parry and Hugh Rogers. The Resulting Issuer's officers are Miriam Tuerk as Chief Executive Officer, Wayne Pennington as Chief Financial Officer and Secretary, Mark Windrim as Chief Technology Officer and John Tuerk as Chief Power Officer.

The Exchange conditionally approved the Transaction on June 25, 2018. Upon receipt of the Exchange's final approval, it is anticipated that the Resulting Issuer will be classified as a Tier 2 technology issuer on the Exchange. 

Clear Blue | www.clearbluetechnologies.com