Montreal, Canada, January 23, 2018 Earth Alive Clean Technologies Inc. (CSE: EAC) (“Earth Alive” or the “Corporation”) founder David Gilmour has entered into a sales agreement with Financiere GMSL Inc., an entity controlled by Louis Lessard. Pursuant to this agreement, GMSL will purchase 15 million common shares of Earth Alive from Mr. Gilmour at the purchase price of 10 cents per share for a total consideration of $1.5-million. As part of the transaction, Mr. Gilmour has agreed to discontinue his legal proceedings against the corporation, three of its directors and an officer. This transaction remains subject to certain closing conditions and is expected to be completed in the coming days.
Robert Blain, chair, stated: “This is a very positive outcome; with legal uncertainty behind us, we can now move forward and fully focus Earth Alive’s energy and resources on its operational growth. We are pleased that all parties involved have agreed that this resolution is in the best interest of Earth Alive and all of its shareholders.” Mr. Gilmour further added, “I am relieved that this episode is behind us, and I remain optimistic about the future of Earth Alive and wish it a successful journey going forward.”
Following completion of this transaction, GMSL, which previously held or controlled 3.14 million shares, will hold 18.14 million common shares, representing 16.39 per cent of shares outstanding, and, assuming the exercise of its convertible securities, would hold 18,473,827 shares, representing 16.69 per cent on a partially diluted basis. The shares were acquired by GMSL for investment purposes, with a long-term view of its investment. GMSL may acquire additional securities of the corporation either on the open market or through private acquisitions or sell securities of the corporation either on the open market or through private dispositions in the future depending on market conditions, reformulation of its plans and/or other relevant factors. A copy of GMSL’s early warning report will appear on the company’s profile on SEDAR, a copy of which can be obtained by calling Mr. Lessard at 819-446-5755.
Mr. Gilmour, who previously held 22,988,071 shares (20.77 per cent of the outstanding shares), will continue to hold 7,988,071 shares, representing 7.2 per cent of the outstanding shares.
Pursuant to the passing of the resolution calling for the removal of Mr. Gilmour from the board of directors at the special meeting of the shareholders held Jan. 15, 2018, the board now consists of four directors: Robert Blain, Benoit La Salle, Michel Ringuet and Viviane Yargeau.
We seek Safe Harbor.
The CSE has neither approved nor disapproved the contents of this press release. The CSE does not accept responsibility for the adequacy or accuracy of this release.
Forward Looking Information
Except for statements of historical fact, this news release contains certain forward-looking statements within the meaning of applicable securities law. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” occur. Although Earth Alive believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.
Earth Alive Clean Technologies Inc.,
9641 Rue Clement
Lasalle, Québec Canada
For information, please contact:
Mr. Michael Warren
(p) 438 333-1680