Montreal, Canada, February 14, 2019 – Earth Alive Clean Technologies Inc. (CSE: EAC) (“Earth Alive” or the “Corporation”), announces that it has undertaken to complete a private placement financing, through the offering of 4,545,454 units of the Corporation (the “Units”) at a price of $0.22 each, for total maximum proceeds of $1,000,000. Each Unit will consist of one common share and one common share purchase warrant (the “Warrant”), with each Warrant entitling the holder to purchase one common share of the Corporation at the price of $0.25, for a period of 36 months following the closing of the private placement.
Groupe Lune Rouge Inc., currently an insider of the Corporation by virtue of owning 21,228,572 common shares (approximately 18.51% of the outstanding common shares) is expected to subscribe for Units in the amount of $500,000. Upon closing of the financing, they woud then hold 23,501,299 common shares (approximately 19.71% with completion of the maximum offering) and, assuming the exercise of all of their outstanding convertible securities, 27%, on a partial dilution basis. Pursuant to Regulation 61-101 Respecting protection of minority security holders in special transactions, this investment constitutes a « related party transaction » however, the Corporation anticipates that this transaction will be exempt from the obligations of obtaining minority shareholder approval and a formal valuation, as the fair market value of the consideration for the transaction, as it involves Groupe Lune Rouge Inc., does not exceed 25% of Earth Alive’ market capitalization, in accordance with Sections 5.5(a) and 5.7(a) of Regulation 61-101. A material change report in respect of this transaction will be filed however, the Corporation could not do so 21 days prior to the anticipated closing as their intent to participate was known at such time.
“The proceeds will enable us to increase our commercialization efforts and ensure that we have adequate working capital” stated Michael Warren, President & CEO. “We are very pleased by Groupe Lune Rouge Inc.’s decision to increase their holdings in Earth Alive and their show of support.”
The transactions hereby contemplated are subject to regulatory approvals, if any, including completion of filings with the CSE and customary closing conditions. All securities issued hereunder will subject to a four month and one day hold period from the date of issue. 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.
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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 and that the anticipated private placement will be completed. 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.
The securities to be issued pursuant to the offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the « 1933 Act »), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
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Earth Alive Clean Technologies Inc.,
9641 Rue Clement
Lasalle, Québec Canada
For information, please contact:
Mr. Michael Warren
(p) 438 333-1680