Montreal, Canada, April 6, 2022 – Earth Alive Clean Technologies Inc. (TSXV: EAC – “Earth Alive” or the “Company”) announced today the closing of a non-brokered private placement (the “Offering”) of units (the “Units”) raising gross proceeds of $6,112,000. Under the terms of the Offering, a total of 101 866 666 Units are issued at a price of $0.06 per Unit. Each Unit consists of one common share in the capital of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Common Share upon payment of the exercise price of $0.09 per share until April 6, 2024.
“This investment not only strengthens Earth Alive’s balance sheet, but it enables us to accelerate our accretive growth strategy,” said Nikolaos Sofronis, Chief Executive Officer, Earth Alive.“In the near-term we plan to add several new innovative products to our current portfolio in response to the urgent needs of today’s ecological transition. We are also actively considering various acquisitions or joint venture opportunities and, with a view to access new markets, we intend to strengthen our sales and technical teams.”
‘’We appreciate the trust and support of our long-standing investors such as Groupe Lune Rouge and renowned European businessmen Messrs. Eric Swenden, Robert Taub and William Vanderfelt. We are also pleased to welcome our new investors and look forward to continuing our path to build shareholder value moving forward,” added Mr. Sofronis.
All the securities issued and issuable pursuant to the Offering are subject to a four month statutory hold period until August 6, 2022.
Groupe Lune Rouge Inc. (“GLR”), already an insider of the Company, participated in the Offering and subscribed for an 5,000,000 Units representing $300,000. Participation of GLR in the Offering constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), but it is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders will exceed 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of the insiders of the Company had not been confirmed at that time.
Pursuant to the Offering, PHAGEC société familiale civile belge controlled by Mr. Éric Swenden (“PHAGEC”) acquired 25,000,000 Units for a total subscription price of $1,500,000. Prior to the closing of the Offering, PHAGEC beneficially owned, directly and indirectly, an aggregate of 10,869,564 Common Shares and 10,869,564 share purchase warrants exercisable at a price of $0.25 per Common Share until February 25, 2024 (the “2024 Warrants”), representing approximately 4.50% of the then issued and outstanding Common Shares on a non-diluted basis, and 8.61% of the then issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of the 2024 Warrants held by PHAGEC only.
Immediately following closing of the Offering, PHAGEC beneficially owns, directly or indirectly, 35,869,564 Common Shares, 12,500,000 Warrants and 10,869,564 2021 Warrants, representing 10.45% of the Common Shares issued and outstanding on a non-diluted basis and 16.15% of the Common Shares issued and outstanding on a partially-diluted basis, assuming the exercise of the Warrants and 2024 Warrants held by PHAGEC only.
The securities of the Company beneficially owned, directly or indirectly, by PHAGEC, are held for investment purposes. PHAGEC has a long-term view of the investment and may acquire additional securities including either in the open market or through private acquisitions or sell the securities including either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors
Pursuant to the Offering, William Vanderfelt acquired 42,000,000 Units for a total subscription price of $2,520,000. Prior to the closing of the Offering, Mr. Vanderfelt did not own, directly and indirectly, any securities of the Company.
Immediately following closing of the Offering, Mr. Vanderfelt beneficially owns, directly or indirectly, 42,000,000 Common Shares and 21,000,000 Warrants, representing 12.23% of the Common Shares issued and outstanding on a non-diluted basis and 17.29% of the Common Shares issued and outstanding on a partially-diluted basis, assuming the exercise of the Warrants held by Mr. Vanderfelt only.
The securities of the Company beneficially owned, directly or indirectly, by Mr. Vanderfelt, are held for investment purposes. Mr. Vanderfelt has a long-term view of the investment and may acquire additional securities including either in the open market or through private acquisitions or sell the securities including either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
Pursuant to the Offering, GLR acquired 5,000,000 Units for a total subscription price of $300,000. Prior to the closing of the Offering, GLR beneficially owned, directly and indirectly, an aggregate of 56,819,919 Common Shares, and 5,347,379 share purchase warrants exercisable at a price of $0.25 per Common Share until October 11, 2022 (the “2022 Warrants”) representing approximately 24.35% of the then issued and outstanding Common Shares on a non-diluted basis, and 25.99% of the then issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of the 2022 Warrants held by GLR only.
Immediately following closing of the Offering, GLR beneficially owns, directly or indirectly, 63,818,919 Common Shares, 2,500,000 Warrants and 5,347,379 Warrants, representing 18.59% of the Common Shares issued and outstanding on a non-diluted basis and 20.41% of the Common Shares issued and outstanding on a partially-diluted basis, assuming the exercise of the Warrants and 2022 Warrants held by GLR only.
GLR entered into these transactions for investment purposes. Depending on market and other conditions, GLR may from time to time in the future increase or decrease its ownership, control or direction over the shares or other securities of the Company, through market acquisitions, private agreements, public offerings or otherwise. However, GLR has no pre-determined intention with respect to any of the foregoing, other than as described herein
Early warning reports relating to this transaction will be filed on SEDAR under the Company’s profile at www.sedar.com.
The securities offered pursuant to the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may be not be offered or sold in the United States absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Earth Alive Clean Technologies
Earth Alive is a soil health company and an industry leader in microbial technologies. Earth Alive’s innovative products contribute to regenerative agriculture, natural dust suppression with minimal water use and industrial cleaning that is ecological and human friendly. For additional information, please visit: https://earthalivect.com/.
Forward-Looking Information: Certain information in this news release may be forward-looking information and forward-looking statements, which reflect the current view of management with respect to the Company’s objectives, plans, goals, strategies, outlook, results of operations, financial and operating performance, prospects and opportunities. Wherever used, the words «accelerate», «growth”, «strategy», “near-term, “plan”, “add”, «intend» and similar expressions identify forward-looking information and forward-looking statements. Forward-looking information and forward-looking statements should not be regarded as a guarantee of future events, performance or results, and will not necessarily be an accurate indication of whether, or the times at which, such events, performance or results will be achieved. Factors that could impact or impair the achievements of such events, performance or results include the ability to accelerate our accretive growth strategy, the ability to add in the near-term several new innovative products to our current portfolio and the ability to strengthen our sales and technical teams. All of the information in this news release containing forward-looking information or forward-looking statements is qualified by these cautionary statements. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and forward-looking statements and are cautioned not to place undue reliance on such information and statements. The Company does not undertake to update any such forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws.
Neither the 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 information, please contact:
Nikolaos Sofronis, CEO
438 333-1680; 514-462-1628
+352621395338
nsofronis@earthalivect.com