MONTRÉAL, Canada, April 27, 2023 – Earth Alive Clean Technologies Inc. (TSXV: EAC – “Earth Alive” or the “Company”), a company that develops, manufactures, and distributes state-of-the-art, environmentally-sound proprietary microbial solutions and products, is pleased to announce today the increase in the size of its previously announced non-brokered private placement (the “Offering”) for gross proceeds of 3,500,000.
As a result, the Company will issue approximately 175,000,000 units (the “Units”) at a price of $0.02 per Unit. Each Unit consists of one common share in the capital of the Company (a “Common Share”) and one 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 $0.05 per share until a date that is five years after the anniversary date of the closing of the proposed Offering, expected to occur May 5, 2023.
“The increase in the size of the proposed Offering reflects investors interests in Earth Alive’s products and in our Company’s growth potential” said Nikolaos Sofronis, President and Chief Executive Officer of Earth Alive. “I am proud to invest $400,000 of my own money in the Offering and I salute Mr. Robert Blain, the Chair, for his $100,000 investment.”
To show their continued support to the Company, all directors and acting officers of the Company will participate in the Offering, together with insider William Vanderfelt. These insiders of the Company intend to subscribe for an aggregate of 42,015,913 Units under the Offering, therefore constituting a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). These related party transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of all of the 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 has just been recently confirmed.
The Company wishes to underline the participation of Messrs Christian Dumolin (Koramic Finance) and Robert Taub (BMI Estate) in the Offering.
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.
Closing of the proposed Offering is subject to the approval of the TSXV. All the securities issued and issuable pursuant to the Offering will be subject to a four month statutory hold period from the date of closing.
Earth Alive also announces today its 2022 fourth quarter and year-end results:
• The Company invested over $400,000 in R&D in 2022 to improve its products, grow its product portfolio and reduce its production costs, a 400% increase over 2021.
• The Company inaugurated its new head office in December 2022.
• In October 2022, the Company announced that Nicolas Schlumberger joined the Board of directors.
• In June 2022, the Company announced that Richard Boomer and Valérie Renard joined the Board of directors.
• In May 2022, the Company announced that David Colon joined the Board of Directors.
• In May 2022, the Company announced that it had signed a contract with Boudrias Horticulture and Les Sols Isabelle for the distribution to over 1,000 “big box” stores in Canada of its eco-friendly horticultural products for the next three years. Under the contract, Boudrias, Les Sols Isabelle and Earth Alive are also developing new living soil products for home and garden use.
• In April 2022, the Company announced the closing of a non-brokered private placement of $6.1 million.
Fourth Quarter 2022 Financial highlights
• After completing an overhaul of its management and operations and welcoming four new directors to its Board, Earth Alive showed a revenue increase of 20% in the fourth quarter of 2022 compared to the fourth quarter of 2021.
• 88% revenue increase in the fourth quarter of 2022 compared to the third quarter of 2022.
• Infrastructure & Maintenance division increased its revenues by $133,219 or 23% to $709,937 compared to 2021 fourth quarter.
• Agriculture division increased its revenues by $23,188 or 11.6% to $223,807 compared to 2021 fourth quarter.
Full-Year 2022 Financial highlights
• Revenues decreased by 35.2%, to $2,312,734 year over year. This decrease is mainly driven by one client who reorganized its operations and reduced its purchase of ea1tm. This client resumed its purchases in 2023.
• Operating expenses for the year increased by $1,654,100 to $4,797,861, mainly due to the $452,000 cost of the new head office in Montréal, $424,000 of R&D expenses as well as the creation of our new European subsidiary.
“The 2022 fourth quarter results gives a taste of what’s coming” said Mr. Sofronis. “With a new management and Board of directors in place, our operations having been restructured and our R&D expenses starting to show positive results, we are well positioned to start delivering growth in the second half of the year”.
Earth Alive Consolidated Financial Statements and Management’s Discussion and Analysis for the financial year ended December 31, 2022 are available on SEDAR at www.sedar.com and on our website at www.earthalivect.com.
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 or expressions « proposed », « will”, « growth”, “potential”, :what’s coming” and similar words or expressions 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 close the proposed Offering and to start delivering growth in the second half of the year. 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 nd 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.
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For information, please contact:
Nikolaos Sofronis, CEO
438 333-1680; 514 462 1628