NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
MONTREAL, June 18, 2019 (GLOBE NEWSWIRE) -- Earth Alive Clean Technologies Inc. (CSE: EAC) (“Earth Alive” or the “Corporation”), a Canadian soil health company that develops and manufactures state-of-the-art microbial technology-based products for sustainable agriculture and infrastructure maintenance, is pleased to announce that it has filed a preliminary short form prospectus (the “Prospectus”) with respect to an offering of common shares (the “Offered Shares”) in the minimum amount of $4,000,000 CAD and maximum amount of $5,000,000 CAD (the “Offering”).
The Offering is being conducted on a ‘best efforts’ agency basis under the terms of an agency agreement to be entered into between the Corporation and Desjardins Capital Markets. The Offering will be conducted in the provinces of Alberta, British Columbia, Ontario and Quebec.
The size of the Offering and the price per Offered Share (the “Offering Price”) will be determined in the context of the market before filing the final short form prospectus.
The net proceeds from the Offering will be mainly used for the advancement of sales, marketing and commercialization of Soil Activator and the dust control product EA1 (the Corporation’s marquis products), research and development, including expanding the scope of use of EA1, to develop new markets for this innovative technology in addition to increasing its use in the mining sector.
The Corporation will apply to list and post for trading the common shares, including the Offered Shares, on the TSX Venture Exchange (the “TSXV”). Concurrently with their listing on the TSXV, the Corporation will delist the common shares currently posted and traded on the Canadian Securities Exchange (the “CSE”). A copy of the Prospectus is available under the Corporation’s SEDAR profile at www.sedar.com or by request to Desjardins Capital Markets at ecm@vmd.desjardins.com. The Offering is subject to certain customary conditions including, the receipt of all necessary approvals, including the approval of the TSXV or the CSE, as the case may be.
Concurrently with the Offering, certain of the Corporation’s debenture holders, representing an aggregate principal amount of $2,200,000, and holding 15% secured convertible debentures maturing as of October 11, 2019 (each, a “Debenture” and collectively, the “Debentures”) have agreed to convert their respective Debentures into common shares of the Corporation at a conversion price equal to the Offering Price (the “Initial Conversion”).
Groupe Lune Rouge Inc. (“Lune Rouge”), an ‘insider’ of the Corporation, has agreed to participate in the conversion of its Debentures under the terms of the Initial Conversion, representing the conversion of the aggregate principal amount of $1,500,000 CAD of Debentures. Participation by Lune Rouge in the Initial Conversion is also considered a "related party transaction" in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation is exempt from requirements to obtain a formal valuation and minority shareholder approval in connection with Lune Rouge's participation in the Initial Conversion in reliance of sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that participation in the Initial Conversion by Lune Rouge did not exceed 25% of the fair market value of the Corporation's market capitalization.
About Earth Alive:
Earth Alive develops, manufactures and distributes high quality, environmentally sound, proprietary microbial products that address soil degradation caused by erosion, nutrient depletion, acidification, and chemical pollution currently challenging the agriculture and infrastructure maintenance sectors.
Microbial technology offers innovative, sustainable, and economically viable solutions in a changing global environment. Earth Alive’s business is to harness the power of microorganisms to create products that improve agricultural productivity, reverse land degradation, increase resource efficiency, reduce pollution, and ensure the health and well-being of a rapidly growing human population. For additional company information, please visit: www.earthalivect.com.
Forward-Looking Statements:
This document may contain forward-looking information or forward-looking statements within the meaning of applicable Canadian securities laws. These statements are statements that are not purely historical and include, but are not limited to, statements about the completion of the Offering, the use of the Offering proceeds, Earth Alive's plans, objectives, expectations, strategies, intentions or other characterizations of future events or circumstances and are generally identified by the words “may”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “could”, “would”, and similar expressions. These forward-looking statements include statements regarding the terms of the Offering, the use of proceeds, the listing of the Offered Shares on the TSXV, and the timing for closing of the Offering. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Because these forward-looking statements are subject to a number of risks and uncertainties, Earth Alive's actual results could differ materially from those expressed or implied by these forward-looking statements. Important factors that could cause the Corporation’s actual results, performance or achievements to differ materially from those indicated in the forward-looking statements include, but are not limited to: economic and financial conditions, availability of raw materials and price fluctuations, risks related to production and cost estimates, product liability and recalls, obligations as a public company, risks relating to government regulation, reputational risks, political risks, changes in customer demands, risks related to acquisitions and integration, access to additional capital, volatility in the market price of the Corporation’s securities, liquidity risk, protection for patents, proprietary rights, the prevalence of competition and substitute products, volatility in currency exchange rates, risks related to potential litigation, risks relating to the dependence of the Corporation on outside parties and key management personnel, risks associated with dilution as well as those risk factors discussed or referred to in this short form prospectus and as discussed or referred to in the annual information form dated May 22, 2019 and the Corporation’s annual management discussion and analysis as of and for the years ended December 31, 2018, and 2017, each of which are available under the Corporation’s SEDAR profile at www.sedar.com. Earth Alive assumes no obligation to update any such forward-looking statements.
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. Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
No securities regulatory authority has either approved or disapproved of the contents of this press release. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Corporation in any jurisdiction in which such offer or solicitation of sale would be unlawful.
For more information, please contact:
Mr. Michael Warren
(e) mwarren@earthalivect.com
(p) 514-941-7350