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Ruben Amorim suffered his first league defeat since December 2023 at Arsenal - and his first Premier League loss was a reality check of the task he has on his hands at Manchester United. The Portuguese, hired off an incredibly dominant spell in charge of Sporting in his homeland, had warned a storm was coming for his side before the match, despite their 4-0 win over Everton at the weekend. "The storm will come. We are going to have difficult moments and we will be found out in some games," he had said in his pre-match press conference. That storm arrived at the Emirates Stadium in the second half when Arsenal corners rained down on United's six-yard box and Jurrien Timber and William Saliba hit the net. Please use Chrome browser for a more accessible video player It was the first time United had conceded two goals from corners in a Premier League game since January 2014. But set-piece defending was not the only issue on show. Amorim will have learnt exactly where his side are and where they must improve from this loss. Trending Match fitness Amorim said there was a "time limit" on certain players, given the need to manage their injury issues and nurse them back to full fitness. Tyrell Malacia's withdrawal at half-time - after he had done well to limit Bukayo Saka in the first half on his first Premier League appearance since May 2023 - was evidence of that. As was the substitution of Harry Maguire on the hour mark. Amorim also referenced Mason Mount and Leny Yoro. It was seen in Amorim's team selection too, with the six changes he made the most by Man Utd from one Premier League game to the next since the final day of the 2022/23 season when there was an FA Cup final to prepare for. Also See: Live Premier League table Premier League fixtures Download the Sky Sports App Watch Premier League highlights The starting XI raised eyebrows, given Marcus Rashford and Joshua Zirkzee had each scored twice against Everton last time out only to be benched. But Amorim - as he did after the draw at Ipswich - explained how he is having to manage training loads by rotating his team. Attacking threat Those changes make it difficult to build patterns of play and consistency in performance and the changed front three here had little impact - much like the subs who replaced them in attacking areas. Rasmus Hojlund and Alejandro Garnacho did not have a shot. Mount had the fewest touches of any starter. Zirkzee despaired as one second-half flick missed its target by a long way, ending the prospect of a United counter, but Rashford's most significant contribution was to mess up an attempted flick as he tried to clear the ball, handing Arsenal the corner they scored their second goal from. Bruno Fernandes, in the deeper central-midfield role, set up a couple of shots but was not the creative force he can be and United ultimately could not go up through the gears when they needed to in the second half. Matthijs de Ligt's header - which drew a fine save from David Raya - was United's only real moment of serious threat. Their Expected Goals totals under Amorim now read 0.8, 1.07, 0.31 in games against Ipswich, Everton and Arsenal. "We worked a lot on building up," said Amorim. "You can see the structure and the idea. But then in the last part, in the final third, you can see we need to improve, be more aggressive and have more ideas." The positives... Yoro's first appearance for Man Utd after breaking his foot against Arsenal in pre-season was a definite plus point for Amorim. The young centre-back, playing on the right of the back three when he came on in the second half, stretched to put a dangerous Saka cross behind and made a good block when Leandro Trossard looked like he might score. Amad Diallo also looks a good fit for this system. He was in part an exception to United's attacking issues, producing some exciting dribbles down the right - but he was unable to ignite that spark into a substantial contribution to get United back into the game. What's coming up in the Premier League? Tom from Southampton became a millionaire for free with Super 6! Could you be the next jackpot winner? Play for free!Dan Walters: Major hurdles ahead for California’s zero-emission vehicle mandate

Lagos markets where traders defecate in lagoonMichael Strahan is probably glad November is over. For much of the month, the football player-turned-broadcaster was attacked by critics who treated him like an enemy of the state because he didn’t place his hand over his heart during a nationally-televised rendition of the national anthem. What a crock. The fallout followed a special Fox Sports broadcast from Naval Base San Diego honoring U.S. soldiers ahead of Veterans Day. As his post-game partners stood with their hands over their hearts, Strahan held his hands near his waist as a military band played “The Star-Spangled Banner.” With all the controversy that followed, you would think that Strahan had dropped his pants and mooned the flag after setting it on fire. Hardly. The Giants legend says he simply got “caught up in the moment” of watching “all these young sailors” who had made the commitment to serving the nation and securing our freedoms. But Strahan’s attackers did not see it that way, pursuing him with the same intensity he once used to sack quarterbacks. “What’s wrong with Strahan @NFLonFOX?” one user wrote on Twitter. “Blatant disrespect for the men and women he is surrounded by protecting his rights and freedoms.” Another added: “Strahan couldn’t put his hand over his heart? HAPPY VETERANS DAY TO EVERYONE EXCEPT MICHAEL STRAHAN!! NO CLASS!!” “Fire Michael Strahan!” another wrote. “This is unacceptable!” Strahan, a Hall of Famer, had tough battles on the field. But this was unnecessary roughness. Strahan, whose father served in the U.S. Army for more than two decades, said he wasn’t protesting anything. “I have nothing to protest, I have no statement to be made,” Strahan said on Instagram. “The only statement that should be made that I want to make is I love the military, I’ve always loved the military and I will always love the military. I do so many programs to help veterans and soldiers. I grew up on a military base with a father who was a major in the army. My brother, my sister, my cousins, they all served in the military — I’m a military brat. “And so the fact of somebody saying that, you know, I’m unpatriotic, couldn’t be any further from the truth.” Strahan made a noble defense of his actions, but I would have been more impressed if he had told his critics to kick rocks. Why? Because this is America, where songs inspire, flags are symbols and patriotism speaks for itself. Strahan is no more obligated to cover his heart with his hand during the national anthem than politicians are to wear flag pins in their lapels. “I decided I won’t wear that pin on my chest,” Barack Obama said in 2007 when he first ran for president. “Instead, I’m going to try to tell the American people what I believe will make this country great, and hopefully that will be a testament to my patriotism.” It was a strong statement at the time. It was also short-lived. Obama soon went back to wearing the pin. If Strahan was guilty of anything it was for losing his head when the contrived controversy got out of hand. When Strahan was confronted about the anthem by a reporter outside his home, Strahan became the villain, snatching the reporter’s phone and tossing it in a nearby bush. “Don’t come to my house, man!” he yelled before grabbing the phone. Strahan later admitted he went too far. “I’m not proud of the way I handled that whole situation,” he said. “You’ve got to protect your family, and you’ve got to protect your home, which is what I felt like I needed to do in that moment.” Even if Strahan had been making a statement during the anthem, he would have been doing it quietly and respectfully. But this was no Colin Kaepernick moment. It wasn’t even close. Greene writes for the New York Daily News: nydailynews.com . Get local news delivered to your inbox!

WASHINGTON — The Supreme Court seemed likely Wednesday to uphold Tennessee's ban on gender-affirming care for minors. The justices' decision, not expected for several months, could affect similar laws enacted by another 25 states and a range of other efforts to regulate the lives of transgender people, including which sports competitions they can join and which restrooms they can use. The case is being weighed by a conservative-dominated court after a presidential election in which Donald Trump and his allies promised to roll back protections for transgender people. The Biden administration's top Supreme Court lawyer warned a decision favorable to Tennessee also could be used to justify nationwide restrictions on transgender health care for minors. Supporters of transgender rights rally Wednesday outside the Supreme Court in Washington. In arguments that lasted more than two hours, five of the six conservative justices voiced varying degrees of skepticism over arguments made by the administration and Chase Strangio, the ACLU lawyer for Tennessee families challenging the ban. People are also reading... Statesville native Tomlin leads Delaware State to MEAC volleyball title, NCAA berth Trump, Musk can learn from North Carolina, Raleigh writer says Top vote-getter Houpe: Why am I not chairman of Iredell board of commissioners? Iredell-Statesville Schools closed Tuesday due to snow, ice Letter to the editor: Charging kids to play baseball at Jennings Park is poor idea Iredell-Statesville Schools nutrition department receives award 4 pounds of marijuana, gun seized by Mooresville police officers 'The Message' religious sect sprouts destructive groups across globe Tiny, 4 more dogs seeking homes at Iredell County Animal Services North Dakota man brings shed-building expertise to Troutman New school chairman rules 2 fellow board members out of order in Iredell 3 Eagle Scouts and 1 grateful Iredell County resident Women report widespread misogyny in churches tied to religious group 'The Message' Lake Norman residents voice concerns with Marshall Steam Station changes Iredell County woman celebrates $100,000 scratch-off win Chief Justice John Roberts, who voted in the majority in a 2020 case in favor of transgender rights, questioned whether judges, rather than lawmakers, should weigh in on a question of regulating medical procedures, an area usually left to the states. "The Constitution leaves that question to the people's representatives, rather than to nine people, none of whom is a doctor," Roberts said in an exchange with Strangio. Justice Neil Gorsuch, who wrote the majority opinion in 2020, said nothing during the arguments. The court's three liberal justices seemed firmly on the side of the challengers, but it's not clear that any conservatives will go along. People attend a rally March 31, 2023, as part of a Transgender Day of Visibility, near the Capitol in Washington. Justice Sonia Sotomayor pushed back against the assertion that the democratic process would be the best way to address objections to the law. She cited a history of laws discriminating against others, noting that transgender people make up less than 1% of the U.S. population, according to studies. There are an estimated 1.3 million adults and 300,000 adolescents ages 13 to 17 who identify as transgender, according the UCLA law school's Williams Institute. "Blacks were a much larger part of the population and it didn't protect them. It didn't protect women for whole centuries," Sotomayor said in an exchange with Tennessee Solicitor General Matt Rice. Justice Ketanji Brown Jackson said she saw some troubling parallels between arguments made by Tennessee and those advanced by Virginia and rejected by a unanimous court, in the 1967 Loving decision that legalized interracial marriage nationwide. Quoting from that decision, Jackson noted that Virginia argued then that "the scientific evidence is substantially in doubt and, consequently, the court should defer to the wisdom of the state legislature." ACLU lawyer Chase Strangio, left, and plaintiff Joaquin Carcano address reporters after a June 25, 2018, hearing in Winston-Salem, N.C., on their lawsuit challenging the law that replaced North Carolina's "bathroom bill." Justice Samuel Alito repeatedly pressed Strangio, the first openly transgender lawyer to argue at the nation's highest court, about whether transgender people should be legally designated as a group that's susceptible to discrimination. Strangio answered that being transgender does fit that legal definition, though he acknowledged under Alito's questioning there are a small number of people who de-transition. "So it's not an immutable characteristic, is it?" Alito said. Strangio did not retreat from his view, though he said the court did not have to decide the issue to resolve the case in his clients' favor. There were dueling rallies outside the court in the hours before the arguments. Speeches and music filled the air on the sidewalk below the court's marble steps. Advocates of the ban bore signs like "Champion God's Design" and "Kids Health Matters," while the other side proclaimed "Fight like a Mother for Trans Rights" and "Freedom to be Ourselves." Four years ago, the court ruled in favor of Aimee Stephens, who was fired by a Michigan funeral home after she informed its owner she was a transgender woman. The court held that transgender people, as well as gay and lesbian people, are protected by a landmark federal civil rights law that prohibits sex discrimination in the workplace. The Biden administration and the families and health care providers who challenged the Tennessee law urged the justices to apply the same sort of analysis that the majority, made up of liberal and conservative justices, embraced in the case four years ago when it found that "sex plays an unmistakable role" in employers' decisions to punish transgender people for traits and behavior they otherwise tolerate. Demonstrators against transgender rights protest Wednesday during a rally outside of the Supreme Court in Washington. The issue in the Tennessee case is whether the law violates the equal protection clause of the 14th Amendment, which requires the government to treat similarly situated people the same. Tennessee's law bans puberty blockers and hormone treatments for transgender minors, but allows the same drugs to be used for other purposes. Solicitor General Elizabeth Prelogar, the administration's top Supreme Court lawyer, called the law sex-based line drawing to ban the use of drugs that have been safely prescribed for decades and said the state "decided to completely override the views of the patients, the parents, the doctors." She contrasted the Tennessee law with one enacted by West Virginia, which set conditions for the health care for transgender minors, but stopped short of an outright ban. Gender-affirming care for youth is supported by every major medical organization, including the American Medical Association, the American Academy of Pediatrics and the American Psychiatric Association. 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Commercial Bank named best digital bank in the Middle EastAuthored by James Howard Kunstler, "We can fairly mark this down to Biden’s native ineptitude: Any careful review of his career reveals him to be - no apology for my word choice - very stupid." - Patrick Lawrence From The New York Times : Do you detect the conspicuous lack of conviction in DOJ Inspector General Michael Horowitz’s report on the Jan 6, 2021, riot at the US Capitol building, which has been the central device for defeating the populist revolt against the treasonous DC blob? And did you notice that it took him four years to report on the event? Weird, a little bit, ya think? I’ll tell you why: because when investigators genuinely interested in the truth come on the scene, soon to happen, a very different story will be revealed. The Horowitz report is a last ditch attempt, at the very last moment, to get ahead of that true story — which is that the FBI and its parent, the DOJ, have been lawlessly and in bad faith acting against their oaths to defend constitutional government. For eight years — including the four when Mr. Trump as president — the FBI and DOJ worked tirelessly to run him out of office and make sure he could never return. The effort was prodigious and, astoundingly, it failed. It was launched initially to conceal the crimes of Bill and Hillary Clinton, especially their moneygrubbing in Russia around the Skolkovo project — Russia’s Silicon Valley — and the Uranium One scandal — which involved the sale of US nuclear assets to Russia’s state-owned Rosatom company. The Clinton’s problems became especially acute in the summer of 2016 when Hillary’s private (outside government) email server came to light with its thousands of potentially incriminating memos. Looked like trouble. The cure for that was to accuse candidate Trump of conniving with Russia, a sort of political homeopathy. It began as a mere Hillary campaign prank — the Steele Dossier — but CIA Director John Brennan and Barack Obama dumped it in FBI Director James Comey’s lap, and asked him to run with it. Mr. Comey stupidly complied, and before long he marshaled the executive officers of the FBI into the massive hoax that became RussiaGate. The Mueller Investigation was intended to convert all that into a prosecutable Trump crime while covering up the FBI’s own crimes, but it proved a fiasco when the Mueller report issued in March, 2019, came up empty — to the horror of the Trump-deranged public. Inspector General Horowitz’s report on these FBI shenanigans came out in December of that year, finding little amiss besides some “errors” in FISA applications and FBI attorney Kevin Clinesmith’s forgery of an email as to whether one Carter Page was ever a CIA asset. The big news media let it all slide. Mr. Trump somehow survived, to the blob’s horror, and prepared to run for re-election. The 2020 election was a fantastic trip laid on the American public. Covid-19 allowed for drastic changes in voting rules. The Democratic Party managed in plain sight to maneuver the obviously senile Joe Biden to head their ticket, and an array of very conspicuous late-night frauds got him elected. On Jan 6, 2021, Republican legislators were poised to contest the results out of several swing states where the frauds occurred in the requisite Congressional certification ceremony. The law plainly allowed for such challenges. It could not be allowed to happen. Hence: the operations to interrupt the proceedings. The primary device would be the pipe bombs planted at the nearby DNC and RNC headquarters — terrorists on-the-loose ! The backup plan was to turn the large protest group gathered around the Capitol into a mob that would somehow provoke an evacuation of the building. Between the FBI’s assets (“confidential human sources”) planted in the crowd, plus the Capitol police firing rubber bullets and “flash-bangs” into them, and mysterious figures ushering-in protesters through unlocked security doors, the breach of the Capitol was accomplished and the lawmakers fled the building. Nancy Pelosi arranged for the national guard to not be called onto the scene to fortify the understaffed Capitol Police. She was thrilled at how well it worked (captured on film). And the pipe bomb caper was swept under the rug, despite a ton of evidence that indicated the person-of-interest on the scene was a federal contractor, his movements recorded in cell-phone records and closed-circuit cameras. When the lawmakers returned late that night in a great fugue of histrionic consternation, the majority decided to dispense with those challenges to the vote in swing states. “Joe Biden” became president and the DOJ under new Attorney General Merrick Garland commenced a raft of vicious prosecutions against anyone and everyone present at the Capitol on Jan 6. The next step was to mount a barrage of prosecutions against Mr. Trump himself, guaranteed to prevent him from ever running again, to bankrupt him, and to stuff him into prison for the rest of his natural life. Amazingly, none of that worked. The cases against Mr. Trump were lame to an extreme, prosecuted by oafs, and adjudicated by bungling judges. Four years of “Joe Biden” pretending to run things came close to wrecking the country, and too many citizens did not fail to notice. His inept stand-in for this year’s election, Kamala Harris, made a fool of herself and her party, and now Mr. Trump is back with a much-enhanced populist opposition to the quivering DC blob. The crew he has chosen to manage this government are pretty clearly determined to correct what has been happening in it, and the office-holders still lodged in many positions of power — where they have been waging war against the citizens of this country — have nowhere to run and hide now. They know that they are guilty of abusing their power and bringing harm to their fellow Americans. They know that something is coming for them — the dreaded consequences that they worked so diligently to evade. Notice, you are not hearing any vows of magnanimity from incoming Trump appointees. They are not pretending to forgive and forget. Neither are they crowing about retribution. They are reaching by law for the levers of power. They will discover and disclose the files that the blobists have not already managed to destroy. And where the files are missing, they are going to depose the blobists under oath and get them to say on-the-record what they did, and why, and who ordered them to do it. And you can be sure the blobists will be ratting-out each other to stay out of prison. This is true even of such seemingly mild fellows as Inspector General Michael Horowitz, in office since 2012 through all this monkey business in his agency, who let his report about the Jan 6 business slide until he could no longer conceal it, and who confabulated it into the modified, limited hang-out that it, dishonorably, is.Suspended anti-vax doctor wins bid to resume practice

Upstart Holdings chief legal officer sells $446,284 in stockYankees get closer Devin Williams from Brewers for Nestor Cortes, Caleb Durbin

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.Heisman Trophy winner Travis Hunter and quarterback Shedeur Sanders financially are protected against potential injuries in Saturday's Alamo Bowl against BYU, according to Colorado coach Deion Sanders. The coach confirmed Monday that the school has taken out record disability insurance policies for the two players, who are both projected top-five picks in the 2025 NFL Draft. "We happen to have two players that are probably gonna be the first two picks of the NFL Draft," Sanders said at a press conference in San Antonio. "And they have received, I think, the highest number of coverage that has ever been covered in college football. ... It far exceeds anyone (who) has ever played this game of college football." High-caliber players such as Sanders and Hunter typically skip non-playoff bowl games rather than risking injury and potential lost income as top draft selections. The No. 1 pick in the 2025 draft is in line for a four-year deal worth about $40 million. A spokesman for Colorado's athletic department confirmed to Front Office Sports that several Buffaloes players are insured for the game, but he did not provide specific costs or benefits. No. 23 Colorado (9-3) meets No. 17 BYU (10-2) at the Alamodome on Saturday. Shedeur Sanders has completed 74.2 percent of his passes this season for 3,926 yards with 35 touchdowns and eight interceptions. Hunter, the team's two-way star, won the Heisman earlier this month. He has 92 receptions for 1,152 yards and 14 touchdowns as a wide receiver and four interceptions, 11 passes defensed and 31 tackles as a cornerback. --Field Level Media

Welshman Ncube faction of the CCC was outsmarted by Sengezo TshabanguWASHINGTON — The Supreme Court seemed likely Wednesday to uphold Tennessee's ban on gender-affirming care for minors. The justices' decision, not expected for several months, could affect similar laws enacted by another 25 states and a range of other efforts to regulate the lives of transgender people, including which sports competitions they can join and which restrooms they can use. The case is being weighed by a conservative-dominated court after a presidential election in which Donald Trump and his allies promised to roll back protections for transgender people. The Biden administration's top Supreme Court lawyer warned a decision favorable to Tennessee also could be used to justify nationwide restrictions on transgender health care for minors. Supporters of transgender rights rally Wednesday outside the Supreme Court in Washington. In arguments that lasted more than two hours, five of the six conservative justices voiced varying degrees of skepticism over arguments made by the administration and Chase Strangio, the ACLU lawyer for Tennessee families challenging the ban. Chief Justice John Roberts, who voted in the majority in a 2020 case in favor of transgender rights, questioned whether judges, rather than lawmakers, should be weighing in on a question of regulating medical procedures, an area usually left to the states. "The Constitution leaves that question to the people's representatives, rather than to nine people, none of whom is a doctor," Roberts said in an exchange with Strangio. Justice Neil Gorsuch, who wrote the majority opinion in 2020, said nothing during the arguments. The court's three liberal justices seemed firmly on the side of the challengers, but it's not clear that any conservatives will go along. People attend a rally March 31, 2023, as part of a Transgender Day of Visibility, near the Capitol in Washington. Justice Sonia Sotomayor pushed back against the assertion that the democratic process would be the best way to address objections to the law. She cited a history of laws discriminating against others, noting that transgender people make up less than 1% of the U.S. population, according to studies. There are an estimated 1.3 million adults and 300,000 adolescents ages 13 to 17 who identify as transgender, according the UCLA law school's Williams Institute. "Blacks were a much larger part of the population and it didn't protect them. It didn't protect women for whole centuries," Sotomayor said in an exchange with Tennessee Solicitor General Matt Rice. Justice Ketanji Brown Jackson said she saw some troubling parallels between arguments made by Tennessee and those advanced by Virginia and rejected by a unanimous court, in the 1967 Loving decision that legalized interracial marriage nationwide. Quoting from that decision, Jackson noted that Virginia argued then that "the scientific evidence is substantially in doubt and, consequently, the court should defer to the wisdom of the state legislature." ACLU lawyer Chase Strangio, left, and plaintiff Joaquin Carcano address reporters after a June 25, 2018, hearing in Winston-Salem, N.C., on their lawsuit challenging the law that replaced North Carolina's "bathroom bill." Justice Samuel Alito repeatedly pressed Strangio, the first openly transgender lawyer to argue at the nation's highest court, about whether transgender people should be legally designated as a group that's susceptible to discrimination. Strangio answered that being transgender does fit that legal definition, though he acknowledged under Alito's questioning there are a small number of people who de-transition. "So it's not an immutable characteristic, is it?" Alito said. Strangio did not retreat from his view, though he said the court did not have to decide the issue to resolve the case in his clients' favor. There were dueling rallies outside the court in the hours before the arguments. Speeches and music filled the air on the sidewalk below the court's marble steps. Advocates of the ban bore signs like "Champion God's Design" and "Kids Health Matters," while the other side proclaimed "Fight like a Mother for Trans Rights" and "Freedom to be Ourselves." Four years ago, the court ruled in favor of Aimee Stephens, who was fired by a Michigan funeral home after she informed its owner she was a transgender woman. The court held that transgender people, as well as gay and lesbian people, are protected by a landmark federal civil rights law that prohibits sex discrimination in the workplace. The Biden administration and the families and health care providers who challenged the Tennessee law urged the justices to apply the same sort of analysis that the majority, made up of liberal and conservative justices, embraced in the case four years ago when it found that "sex plays an unmistakable role" in employers' decisions to punish transgender people for traits and behavior they otherwise tolerate. Demonstrators against transgender rights protest Wednesday during a rally outside of the Supreme Court in Washington. The issue in the Tennessee case is whether the law violates the equal protection clause of the 14th Amendment, which requires the government to treat similarly situated people the same. Tennessee's law bans puberty blockers and hormone treatments for transgender minors, but allows the same drugs to be used for other purposes. Solicitor General Elizabeth Prelogar, the administration's top Supreme Court lawyer, called the law sex-based line drawing to ban the use of drugs that have been safely prescribed for decades and said the state "decided to completely override the views of the patients, the parents, the doctors." She contrasted the Tennessee law with one enacted by West Virginia, which set conditions for the health care for transgender minors, but stopped short of an outright ban. Gender-affirming care for youth is supported by every major medical organization, including the American Medical Association, the American Academy of Pediatrics and the American Psychiatric Association. For many trans and nonbinary people, bathrooms can be complicated places to navigate — a fact highlighted by the death of 16-year-old Nex Benedict in Oklahoma. Oklahoma is far from an outlier when it comes to failing to provide safe and equitable bathrooms for transgender people. According to the Movement Advancement Project, which tracks LGBTQ+ policy, 13 states have a policy that prevents transgender people from safely or legally using public bathrooms. But data shows that even in states with trans-friendly policies, transgender and nonbinary people report high rates of harassment in public bathrooms. Advocates say everyday people can have a big impact in interrupting discrimination in gendered restrooms. The 19th shows how anyone can help prevent abuse. Sex-segregated restrooms have historically been a hostile space for Tat Bellamy-Walker, a Seattle-based journalist and Black gender-fluid trans person. In graduate school and at journalism internships, they had to go far out of their way to find all-gender single-stall restrooms they could use safely. "You never forget being told you don't belong in a restroom, you never forget not having a place to dispose of sanitary products if you're on your period in the men's bathroom," Bellamy-Walker said. "It's just clear you do not belong in public spaces." Allies can help tremendously by locating and pointing out gender-neutral bathrooms to friends or family who might need them. This is especially important for people planning events or parties. Make sure your space has safe bathrooms. Carrie Soto, a South Dakota parent of a transgender child, said she lives by the mantra "see something, say something." That means speaking up when there is bullying and harassment and volunteering to accompany a trans/nonbinary friend or family member when they have to head into a public bathroom. "Validate a trans person's fears and anxiety about the situation," Soto said. " If [my daughter] uses a gendered restroom and feels anxious, I go with." It may seem obvious, but transgender health advocate Jamison Green notes this step can really help trans people feel safe. Consider first that according to 2015 U.S. Transgender Survey , 59 percent of trans people avoided using a public restroom due to fear of harassment. Data from 2022 found that 6 percent of trans people said they were physically or verbally attacked while trying to use a bathroom, while 4 percent were denied access to a bathroom. "If you see someone who you clock as trans or nonbinary, just smile or pay them a non-provocative compliment. ... Wish them good day or good evening, and move on," Green said. "Of course that only goes for the women's room! In the men's room, talking is extremely rare." Green recommends that cisgender people offer a kind, silent nod. Twenty-two states and Washington, D.C., allow residents to opt for "X" gender markers on their IDs in addition to selecting "M" or "F." Still, in every state, regardless of laws, most bathrooms in government buildings, schools, businesses, places of worship and cultural institutions are gendered. Advocates say people can help change this by simply asking businesses and building owners for more options to accommodate all genders. "Advocacy is the most important part of the fight for transgender rights," Lambda Legal notes in its guide to restrooms. "And if employers adopt pro-trans policies proactively, instead of waiting for a transgender person to pave the way, there's much less chance of having problems down the line." The internet is full of rants not appropriate for a news article about people using the only single-stall gender-neutral bathrooms available not for safety but for ... well, pooping. As a result, gender-neutral bathrooms, especially in airports, are almost always occupied. There are many reasons why a cisgender person might need a single-occupancy bathroom (accessibility, illness, child care and, yes, even a little more privacy). Just like accessible stalls, it's a kindness to leave gender-neutral restrooms unoccupied when you don't need them. Stay up-to-date on the latest in local and national government and political topics with our newsletter.Klubnik's 3 TD passes, DT Page's pick-6 lead No. 17 Clemson to 51-14 win over The Citadel

Amid Nigeria’s security struggles, expert advocates peace through amnestyALBANY, N.Y. — New York state government agencies will have to conduct reviews and publish reports that detail how they’re using artificial intelligence software under a new law signed by Gov. Kathy Hochul. Hochul, a Democrat, signed the bill last week after it was passed by state lawmakers this year. The law requires state agencies to perform assessments of any software that uses algorithms, computational models or AI techniques and then submit those reviews to the governor and top legislative leaders along with posting them online. It also bars the use of AI in certain situations, such as an automated decision on whether someone receives unemployment benefits or child care assistance, unless the system is being consistently monitored by a human. State workers would also be shielded from having their hours or job duties limited because of AI under the law. State Sen. Kristen Gonzalez, a Democrat who sponsored the bill, called the law an important step in setting up some guardrails in how the emerging technology is used in state government.Browns restructure QB Deshaun Watson's contract to create cap space, flexibility, AP source says

PALO ALTO, Calif., Dec. 27, 2024 (GLOBE NEWSWIRE) -- Vincerx Pharma, Inc. (Nasdaq: VINC), a biopharmaceutical company aspiring to address the unmet medical needs of patients with cancer through paradigm-shifting therapeutics, today announced that it has entered into a binding term sheet for a proposed merger with Oqory, Inc., a privately-held, clinical-stage company developing ADCs for the treatment of multiple oncology indications. Upon completion of the proposed merger, Oqory, Inc. will merge with Vincerx Pharma, Inc. Post-closing, Oqory equity holders are expected to own approximately 95% of the combined entity, while Vincerx equity holders will hold about 5%. The transaction includes a minimum fully diluted equity value of $13.66 million for existing Vincerx stockholders at closing and, as a condition to the closing of the merger, completion of a concurrent offering of Vincerx equity securities of at least $20 million. Additionally, Oqory-designated investors will provide interim financing to Vincerx of $1.5 million in two tranches, approximately $1,000,000 of which was funded today through the issuance of common stock and pre-funded warrants along with accompanying common stock warrants and approximately $500,000 of which will be funded on or prior to January 31, 2025. The merger is subject to customary closing conditions, including due diligence, regulatory approvals, negotiation of a definitive merger agreement, stockholder approval from both parties, completion of the minimum $20 million financing, and the continued listing of Vincerx's common stock on Nasdaq. Vincerx is also implementing additional streamlining and cost-control measures, including a workforce reduction, as it pursues due diligence and transaction-related work. As part of this workforce reduction, Dr. Ahmed Hamdy, Chairman and Chief Executive Officer (CEO), has stepped down as CEO but will remain as Chairman. Dr. Raquel Izumi has stepped down as President and Chief Operations Officer and taken over as Acting CEO in a consulting capacity. Alexander Seelenberger has stepped down as Chief Financial Officer, and Kevin Hass, the Company’s Vice President and Controller, has taken over as Acting Chief Financial Officer. Mr. Seelenberger has agreed to provide ongoing assistance in a consulting capacity to assist the Company as it pursues its strategic efforts. “This strategic transaction highlights Vincerx’s commitment to develop ADCs with improved safety profiles that allow patients to thrive on—rather than endure—their cancer therapies,” said Raquel Izumi, Ph.D., Acting Chief Executive Officer. “Oqory’s anti-TROP2 ADC has shown favorable efficacy and safety in the clinic. Among approximately 150 treated patients, results include an 83% overall response rate and 100% disease control rate in first-line triple-negative breast cancer (TNBC; n=30). Unlike other TROP2 ADCs in Phase 3, no cases of interstitial lung disease or Grade 3 and above stomatitis have been reported. Oqory’s Phase 3 studies of OQY-3258 are ongoing to confirm these promising findings.” About OQY-3258 (also known as ESG401) OQY-3258 is Oqory’s anti-TROP2 ADC with an optimized enzyme-dependent linker technology and an SN-38 payload with established efficacy and manageable side effect profile. OQY-3258 has completed Phase 1/2 development in over 150 patients with solid tumors, including metastatic HR+/HER2- and triple-negative breast cancer. OQY-3258 has shown efficacy in these patients, including reduction of brain metastasis and responses in heavily pretreated patients. To date, OQY-3258 has exhibited a differentiated safety profile vs. Trodelvy and other TROP2 ADCs in Phase 3 development. Notably, no interstitial lung disease or ocular surface events have been observed. Gastrointestinal effects have been mild and mainly Grade 1/2. Neutropenia and leukopenia have been the major AEs, which were manageable and did not result in discontinuation of study drug. OQY-3258 is being evaluated in a Phase 3 study as first-line treatment in patients with unresectable recurrent or metastatic triple-negative breast cancer ( NCT06732323 ) and in a Phase 3 study in patients with unresectable locally advanced or metastatic HR+/HER2- breast cancer ( NCT06383767 ). About Oqory, Inc. Oqory, Inc. is an innovator in the field of ADCs with expertise in advancing targeted cancer therapies. The Company’s pipeline includes multiple ADC programs, with two currently in clinical development and several next-generation ADCs in preclinical stages. These programs are designed to address critical unmet needs in indications such as breast cancer, non-small cell lung cancer, small cell lung cancer, multiple myeloma, and other metastatic solid tumors. Powered by a proprietary ADC platform, Oqory is delivering therapies that have demonstrated promising efficacy and safety paving the way for improved patient outcomes. About Vincerx Pharma, Inc. Vincerx Pharma, Inc. is a clinical-stage biopharmaceutical company committed to developing differentiated and novel therapies to address the unmet medical needs of patients with cancer. Vincerx’s pipeline consists of a next-generation ADC, VIP943, currently in Phase 1; a small molecule drug conjugate, VIP236, which has completed its Phase 1 study; a CDK9 inhibitor, enitociclib, which has completed a Phase 1 monotherapy study; a preclinical ADC, VIP924; and VersAptxTM, a versatile, next-generation bioconjugation platform. Vincerx is based in Palo Alto, California, and has a research subsidiary in Monheim, Germany. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, expectations and events, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “suggest,” “seek,” “intend,” “plan,” “goal,” “potential,” “on-target,” “on track,” “project,” “estimate,” “anticipate,” or other comparable terms. All statements other than statements of historical facts included in this press release are forward-looking statements. Forward-looking statements include, but are not limited to, the entry into a definitive merger agreement; the anticipated terms and closing of the merger, the $20 million equity investment, and the amount and timing of the interim financing; the expected ownership structure and value to Vincerx stockholders upon closing of the merger; the anticipated benefits of a merger transaction; and the clinical results of Oqory’s product candidates. Forward-looking statements are neither historical facts nor assurances of future performance or events. Instead, they are based only on current beliefs, expectations, and assumptions regarding future business developments, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Forward-looking statements are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside Vincerx’s control. Actual results, conditions, and events may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results, conditions, and events to differ materially from those indicated in the forward-looking statements include, but are not limited to, Vincerx’s capital requirements, availability and sufficiency of capital, and cash runway; the ability of the parties to enter into a definitive merger agreement and the final terms thereof; the parties’ ability to satisfy the conditions precedent to the merger, including stockholder approval; the closing of the merger; the risk that any definitive agreement is terminated after it is entered into but before consummation of any proposed merger;; Vincerx’s reliance on receipt of interim funding; market acceptance of the combined company; risks associated with clinical development of the Vincerx and Oqory product candidates; general economic, financial, legal, political, and business conditions; and the risks and uncertainties set forth in Vincerx’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and subsequent reports filed with the Securities and Exchange Commission by Vincerx. Forward-looking statements speak only as of the date hereof, and Vincerx disclaims any obligation to update any forward-looking statements. Vincerx and the Vincerx logo are trademarks of Vincerx. This press release also contains trademarks and trade names that are the property of their respective owners. Contacts: Gabriela Jairala Vincerx Pharma, Inc. gabriela.jairala@vincerx.com Totyana Simien Inizio Evoke Comms totyana.simien@inizioevoke.comThe Canadian government condemned China on Tuesday for taking steps against two Canadian institutions and 20 people involved in human rights issues concerning the Uyghurs and Tibet. China announced the measures, which included asset freezes and bans on entry, on Sunday. Its targets included the Canada-based Uyghur Rights Advocacy Project and the Canada-Tibet Committee, China's foreign ministry said. "Global Affairs Canada expresses solidarity with the members of the Canadian Tibet Committee and the Uyghur Rights Advocacy Project and condemns the decision by the Chinese Government to punish them for speaking out for human rights," the Canadian government said in a statement. The Canadian statement urged China to respect its obligations under international law while also urging Canadians to exercise a high degree of caution in China due to the risk of arbitrary enforcement of local laws. Rights groups accuse Beijing of widespread abuses of Uyghurs, a mainly Muslim ethnic minority that numbers around 10 million in the western region of Xinjiang, including the mass use of forced labour in camps. Beijing denies any abuses. China seized control of Tibet in 1950 in what it describes as a "peaceful liberation" from feudalistic serfdom. International human rights groups and exiles, however, have routinely condemned what they call China's oppressive rule in Tibetan areas. "The Government of Canada will not tolerate any threats, acts of violence or harassment of people in Canada or their family and friends because of their political opinions or to silence dissenting viewpoints," the Canadian government said. (This story has not been edited by Devdiscourse staff and is auto-generated from a syndicated feed.)

Arsenal, Man City and Bayern advance to Women's Champions League quarterfinals Arsenal, Manchester City and Bayern Munich all advanced to the Women’s Champions League quarterfinals with with two games to spare on Thursday. Late substitute Lina Hurtig scored the winner in Arsenal's 1-0 victory over Juventus in London. Karel Janicek, The Associated Press Nov 21, 2024 2:57 PM Share by Email Share on Facebook Share on X Share on LinkedIn Print Share via Text Message Arsenal's Lina Hurtig (17) celebrates with team-mates after scoring their side's first goal of the game during the Women's Champions League soccer match between Arsenal Women and Juventus Women, at Emirates Stadium, in London, Thursday, Nov. 21, 2024. (Bradley Collyer/PA via AP) Arsenal, Manchester City and Bayern Munich all advanced to the Women’s Champions League quarterfinals with with two games to spare on Thursday. Late substitute Lina Hurtig scored the winner in Arsenal's 1-0 victory over Juventus in London. Khadija Shaw scored twice for City in a 2-1 win at Swedish club Hammarby. City stayed perfect in Group D with four victories and reached the last eight for the first time since 2021. Bayern Munich was held 1-1 at Vålerenga in Norway and still earned a quarterfinal berth after Juventus' loss. Arsenal, Bayern and City join Chelsea, Lyon and Real Madrid in the quarterfinals. Two-time defending champion Barcelona routed Austrian champion St. Pölten 4-1. The Catalan club trails City by three points in their group and is in a strong position to advance. Bayern tops Group C with 10 points, Arsenal has nine followed by Juventus (3) and Vålerenga (1). Back to winning Man City responded to its first loss of the season, 2-0 at Chelsea in the Women's Super League on Saturday. Still without injured star Vivianne Miedema , Shaw took charge, proving her scoring instincts after half an hour. The forward scored from inside the penalty area with a deflected shot that flew over goalkeeper Anna Tamminen to frustrate more than 20,000 noisy fans at the Stockholm Arena in the Swedish capital. Ellen Wangerheim equalized soon after the interval from close range to rejuvenate the crowd but Shaw struck again to restore the lead just minutes later. This time, she delivered a powerful right-footed finish from the edge of the area. Bayern and Harder contained Bayern dominated possession but could not translate it into goals until the 75th minute. It had to rely on substitute Jovana Damnjanović, who gave the visitors a late lead after connecting on a pass from Giulia Gwinn. The Norwegians, who have retained their domestic title, equalized in the 88th on Elise Thorsnes' header following a corner. Pernille Harder, who found the back of the net five times for Bayern in the previous three games, could not do it again on Thursday and was substituted. Hurtig's night Hurtig came on with 10 minutes remaining and made her presence immediately felt with several headers. She finally made the breakthrough with a minute remaining in regulation, tapping in from close range after Juventus’ poor clearance of a low cross by Stina Blackstenius. Hurtig won the Italian title with Juventus in 2021 and 2022 before joining the Gunners. Juventus seemed to learn a lesson from its 4-0 loss to Arsenal last week as its defense held firm till Hurtig’s arrival. Putellas scores her 200th Barcelona goal In an 11-minute span in the first half, Francisca Nazareth netted twice and 18-year-old Vicky Lopez scored once to put Barcelona in control. Nazareth's double was followed by Lopez hitting the third with a shot high into the net for her first Champions League goal. Alexia Putellas made it 4-0 in the second half, finishing a fast attack that tore apart the defense in Vienna. It was her 200th goal for Barcelona and the 100th the club scored in the Champions League’s group stage. Valentina Mädl, an 18-year-old forward, netted a consolation goal for the hosts. Barcelona has scored 20 goals in its past three games and can still become the first club to win its group in all four years since the introduction of the format. ___ AP soccer: https://apnews.com/hub/soccer Karel Janicek, The Associated Press See a typo/mistake? Have a story/tip? This has been shared 0 times 0 Shares Share by Email Share on Facebook Share on X Share on LinkedIn Print Share via Text Message Get your daily Victoria news briefing Email Sign Up More Soccer Guardiola signs a 2-year contract extension at Man City and eyes 'more trophies' Nov 21, 2024 3:39 PM Vancouver Rise FC hires Denmark's Heiner-Moller as head coach Nov 21, 2024 1:42 PM Leading scorer Martinez a free agent after CF Montreal declines option Nov 21, 2024 1:38 PMTORONTO, 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.