Montréal, Canada, October 22, 2024— Earth Alive Clean Technologies Inc. (TSXV: EAC – “Earth Alive” or the “Company”) announces that it has filed a Notice of Intention to Make a Proposal (the “Notice of Intention” or the “NOI”) pursuant to the Bankruptcy and Insolvency Act (Canada) (the “BIA”). Pursuant to the Notice of Intention, Raymond Chabot Inc., a licensed trustee, has been appointed as proposal trustee on behalf of the Company. Davies Ward Phillips & Vineberg LLP is legal counsel to the Company.
The principal purpose of the NOI filing is to create a stabilized environment to run an orderly and flexible sale and investment solicitation process (“SISP“) with the goal of identifying one or more interested parties that wish to acquire or make an investment in the Company’s business or all or some of its assets.
In conjunction with the filing of the NOI, the Company has entered into an agreement with a group of lenders (the “Interim Lenders”), including Mr. Erik Bomans (a director of the Company) and Mr. Nikolaos Sofronis (a director and the chief executive officer of the Company), pursuant to which the Interim Lenders will advance interim financing to the Company in the amount of up to C$1,720,000 (the “Interim Financing”), in order to provide the necessary liquidity to fund working capital needs and expenses throughout the NOI proceedings. The Interim Financing is conditional upon, among other things, the approval of the Superior Court of Québec (the “Court”).
In addition, the Company has entered into a loan agreement for a loan of C$100,000 with Mr. Sofronis (the “Loan”). The Loan will bear an annual interest rate of 15% and is secured by a universal hypothec (mortgage) on the entirety of the Company’s movable (personal) property. Interest accrued will be capitalized annually and the Loan will be repayable upon demand. The proceeds from the Loan will be used to meet the Company’s immediate general cash flow requirements.
The Company intends to seek an order from the Court approving the Interim Financing within the next few days. The Company’s objective is to complete the SISP by the end of January 2025. It is important to note that the Company is not bankrupt. If the Interim Financing is approved, the Company believes it has sufficient resources to fund its operations during the SISP and will continue to operate its business during that time, subject to any restructuring steps that the Company may take during the process. Pursuant to the BIA, upon filing the NOI, there is an automatic stay of proceedings in respect of all creditor claims and actions against the Company that will protect the Company and its assets from all claims during the pendency of the NOI proceedings.
The TSX Venture Exchange has already issued a cease trade order (the “CTO”) in respect of the Company’s common shares (the “Shares”). Due to the above-mentioned filing of the Notice of Intention, the Company expects the CTO will remain in effect until such a time as the Company is in compliance with the TSX-V continued listing requirements (the “Continued Listing Requirements“). There is no certainty as to timing or likelihood that the Shares will recommence trading on the TSX-V, and the Shares could be transferred to the NEX Board, a subsidiary board of the TSX-V, if the Continued Listing Requirements are not met. The Shares are also subject to a CTO issued by the applicable securities commissions and other regulatory authorities of Canada. There is no certainty as to whether the CTO will be lifted and trading will resume on the Shares, whether on the TSX-V, the NEX or otherwise.
Anyone interested in obtaining more information about the NOI Process or the SISP should contact the proposal trustee (Ayman Chaaban – Chaaban.Ayman@rcgt.com) or the Company’s legal counsel (Gabriel Lavery Lepage – glaverylepage@dwpv.com).
About Earth Alive Clean Technologies Inc.
Earth Alive is a leader in the microbial technologies industry. Earth Alive’s innovative products contribute to regenerative agriculture, natural dust suppression with minimal water use, and ecological, human-friendly industrial cleaning. For more information, please visit: https://earthalivect.com.
For inquiries, please contact:
Nikolaos Sofronis, CEO
Phone: 438-316-3562
Email: nsofronis@earthalivect.com
Forward-Looking Information
Some information in this press release may constitute forward-looking information and forward-looking statements, reflecting the current view of management regarding the Company’s objectives, plans, goals, strategies, prospects, operating results, financial performance, operational outlook, and opportunities. Words or expressions such as “anticipate”, “will”, “expect”, “potential”, “optimistic”, and similar terms identify forward-looking information and statements. These forward-looking statements should not be considered guarantees of future events, performance, or results, and they may not necessarily indicate whether, or when, such events, performance, or results will be achieved.
Factors that could impact the achievement of such events, performance, or results include, but are not limited to, the Company’s ability to:
(i) achieve its sales targets in 2024;
(ii) improve operational efficiency;
(iii) significantly increase sales;
(iv) realize its strategic vision for 2024; and other risks described in Earth Alive’s filings with Canadian securities regulatory authorities.
For more information about these risks and other risks, please refer to Earth Alive’s 2024 MD&A, Annual Report, and other filings made with Canadian securities regulatory authorities, available at https://sedarplus.ca. These documents are also available on our website at https://earthalivect.com. Earth Alive disclaims any obligation to update or revise any forward-looking statements, unless required by applicable law.
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.
For inquiries, please contact:
Nikolaos Sofronis, CEO
Phone: 438-316-3562
Mobile: +352-621-395-338
Email: nsofronis@earthalivect.com