Montréal, Canada, May 8, 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, announces the closing, on May 5, 2023 of a nonbrokered private placement (the “Offering”) of units (the “Units”). Under the terms of the Offering, a total of 175,000,000 Units were issued at a price of $0.02 per Unit for aggregate gross proceeds of $3,500,000. 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 May 5, 2028.
“Earth Alive is now well financed and will be able to pursue its aggressive R&D strategy with a view to enhance its current products, add to its product portfolio and make its development plan a reality’’,” said Nikolaos Sofronis, President and Chief Executive Officer. “We strongly believe that our R&D efforts will allow us to lower the price of our products to the markets, translating into additional sales while maintaining healthy margins. With the closing of this Offering, Earth Alive is well positioned to be amongst the leaders of the ecological transition” added Mr. Sofronis.
“I so strongly believe in this strategy that I invested an additional $400,000 in Earth Alive through the Offering” said Mr. Sofronis.
‘’We appreciate the trust and support of long-standing investors such as William Vanderfelt, Robert Taub, Christian Dumolin (Koramic Finance) and Jurgen Hambrecht (JH Capital) and are also pleased to welcome new investors. I am proud that that all directors of the Company and acting members of management participated in the Offering” said Robert Blain, Chair of the Board.
All the securities issued and issuable pursuant to the Offering are subject to a four month statutory hold period until September 5, 2023.
Insiders of the Company, including existing shareholder William Vanderfelt as well as certain directors and officers of the Company, participated in the Offering and subscribed for an aggregate of 42,015,913 Units with an aggregate value of $840,318. Participation of insiders 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 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.
Early Warning Disclosure
Pursuant to the Offering, William Vanderfelt subscribed for 7,500,000 Units, representing 7,500,000 Common Shares and 7,500,000 Warrants, for an aggregate subscription price of $150,000. Immediately prior to the Offering, Mr. Vanderfelt beneficially owned, directly or indirectly, 42,000,000 Common Shares and 21,000,000 share purchase warrants exercisable at a price of $0.09 per Common Share until April 6, 2024 (the “April 2024 Warrants”), representing approximately 12.23% of the then issued and outstanding Common Shares on a non-diluted basis, and 17.29% of the then issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of the April 2024 Warrants held by Mr. Vanderfelt only.
Immediately following the closing of the Offering, Mr. Vanderfelt beneficially owns, directly or indirectly, 49,500,000 Common Shares, 7,500,000 Warrants, and 21,000,000 April 2024 Warrants, representing 9.55% of the issued and outstanding Common Shares on a non-diluted basis, and 14.26% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of the Unit Warrants and April 2024 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.
Early warning reports relating to this transaction will be filed on SEDAR under the Company’s profile at www.sedar.com and can be obtained by contacting Eric Paul-Hus at epaul-hus@earthalivect.com or 438-333-1680.
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: www.earthalivect.com.
Forward-Looking Information: Certain information in this press release contains 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 “future”, “development”, “encouraging”, “add”, “confident”, “expansion”, “will”, “accelerate”, “growth strategy” 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 cause future events, performance or results to differ materially from current expectations include the ability to add several new Microbiological solutions in response to the needs of today’s ecological transition, the ability to expand our commercial activities, the ability to execute our growth strategy and other risks described in Earth Alive’s documents filed with Canadian securities regulatory authorities available at www.sedar.com. Readers are cautioned not to place undue reliance on such forward-looking information and statements. The Company does not undertake to update any 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