Corporation Gold Treegenic

December 24, 2013 15:00 ET

Corporation Gold Treegenic Announces Business Combination with Earth Alive Clean Technologies Inc.

MONTRÉAL, CANADA--(Marketwired - Dec. 24, 2013) - Corporation Gold Treegenic ("Treegenic" or the "Corporation"), is pleased to announce that it has entered into an arm's length amalgamation agreement (the "Agreement") with Earth Alive Clean Technologies Inc. ("Earth Alive"), a private company engaged in developing, manufacturing, selling and marketing, of a variety of state-of-the-art microbial technology-based products and other related offerings (the "Earth Alive Business"), dated December 23, 2013, pursuant to which the Corporation will amalgamate (the "Amalgamation") with Earth Alive.

André Brosseau, President and CEO, stated: "The execution of this agreement with Earth Alive is the final step in a long reactivation process undertaken more than 24 months ago and we are really excited about the prospect it carries for our shareholders."

The amalgamated corporation ("Amalco") will pursue the Earth Alive Business on closing and the former holders of Treegenic and Earth Alive will become shareholders of Amalco and receive common shares of Amalco on a one-for-one basis. The Amalgamation will constitute a reverse take-over and a change of business for Treegenic. An application has been filed with the Canadian National Stock Exchange ("CNSX") for conditional approval to have the common shares of Amalco listed for trading on the CNSX following the Amalgamation (each an "Amalco Share").

Immediately after the completion of the Amalgamation, on a non-diluted basis and assuming completion of the Minimum Financing, as defined hereinafter, Treegenic shareholders will own approximately 9% (16,105,500 Amalco Shares) and Earth Alive securityholders will own approximately 73% (50,000,000 Amalco Shares) of the Amalco Shares.

Treegenic and Earth Alive shareholder approvals for the Amalgamation and the ancillary matters will be sought by Treegenicn and Earth Alive at special shareholders' meetings (the "Meetings"). In connection with the foregoing Gimus shareholder approval, the Corporation announces that the notice of Meeting and management information circular (together, the "Circular"), dated December 24, 2013, with respect to the Amalgamation and the ancillary matters, will be mailed to Gimus shareholders of record as of December 5, 2013. The Circular will contain a detailed description of the proposed transaction. The Circular will also be filed on SEDAR (

The Treegenic Meeting will be held at the offices of Langlois Kronström Desjardins LLP, 28th Floor, 1002 Sherbrooke W., Montréal, QC, on Friday, the 24th day of January 2014 at 11:00 a.m. (Montreal time). All Treegenic shareholders are encouraged to vote in person or by proxy at the Meeting.

The Board of Directors of Treeegenic (the "Board") has unanimously determined that the Amalgamation is in the best interests of the Corporation and its shareholders. The Board has unanimously recommended that shareholders vote in favour of approving the Amalgamation.

Treegenic anticipates closing the Amalgamation in late January 2014.

Conditions to the Amalgamation

Prior to completion of the Amalgamation (the "Closing") (and as conditions of Closing):

  • the holders of Earth Alive Debentures must convert their Earth Alive Debentures, as defined hereinafter, into Amalco Shares on the basis of $500,000 principal amount of Earth Alive Debentures for 7,142,857 Amalco Shares Key Gold;
  • Treegenic and Earth Alive must obtain the requisite shareholder approvals for the Amalgamation and the ancillary matters contemplated in the joint information Circular at the Meetings;
  • all requisite regulatory approvals relating to the Amalgamation must have been obtained;
  • Amalco must complete the Minimum Financing and
  • CNXV must have approved the listing of the Amalco Shares.

There can be no assurance that the Amalgamation will be completed as proposed or at all.


Pursuant to the Agreement, Treegenic and Earth Alive have agreed to complete a business combination by way of statutory amalgamation, pursuant to which Treegenic and Earth Alive will amalgamate to form Amalco, a continuing company under the CBCA to be called "Earth Alive Clean Technologies Inc.".

The Amalgamation will be effected in accordance with the terms of the Agreement. The number of Amalco Shares that each Treegenic shareholder and Earth Alive shareholder will receive upon completion of the Amalgamation has been negotiated and agreed to on an arm's-length basis and is specifically set out in the Agreement. Treegenic currently has 6,105,500 Treegenic common shares (each a "Treegenic Share") outstanding and 400,000 Treegenic Share purchase warrants (each a "Treegenic Warrant") issued and outstanding. Earth Alive has 2,000,000 Earth Alive common shares (each a "Earth Alive Share") outstanding and $500,000 principal amount of convertible debentures outstanding ("Earth Alive Debentures"). In addition, Amalco Shares will be issued in connection with the Concurrent Financing. Pursuant to the terms of the Agreement:

  • each Treegenic shareholder will exchange their Treegenic Shares for Amalco Shares on the basis of one Amalco Share for each Treegenic Share, resulting in 6,105,500 Amalco Shares being issued to Treegenic shareholders;

  • each holder of Treegenic Warrants will exchange their Treegenic Warrants on the basis of one Amalco Warrant for each Treegenic Warrant, resulting in 400,000 Amalco Warrants being issued to holders of Treegenic Warrants;

  • each Earth Alive shareholder will exchange their Earth Alive Shares for Amalco Shares on the basis of 21.4285715 Amalco Shares for each Earth Alive Share, resulting in 42,857,143 Amalco Shares being issued to Earth Alive shareholders; and

  • the holders of Earth Alive Debentures will convert their Earth Alive Debentures into Amalco Shares on the basis of $500,000 principal amount of Earth Alive Debentures for 7,142,857 Amalco Shares.

Concurrent Financing

Pursuant to the Agreement, Amalco must complete an offering of its shares to close concurrently with the Amalgamation. It is currently contemplated that Amalco will issue Amalco Shares at $0.10 per Amalco Share. Amalco intends to raise a minimum of $1,000,000 (the "Minimum Financing") and a maximum of $2,000,000 (the "Maximum Financing").

The proceeds of the Concurrent Financing will be used for development of the Earth Alive Business and working capital.

In connection with Amalco's Concurrent Financing, Treegenic, Earth Alive and Amalco have retained the services of Jones, Gable & Company Limited to act as agent (the "Agent") for a tranche of a maximum of $1,000,000 (the "Brokered Financing"). The Agent is at arm's length with Amalco and does not own any securities of either Treegenic or Earth Alive.

In accordance with an engagement letter dated December 16, 2013, the Agent will receive a cash compensation equal to 8% of the gross proceed of the Brokered Financing (maximum $80,000), Agent's options equal to 10% of the number of Amalco Shares subscribed for under the Brokered Financing, a corporate finance fee of $15,000 (plus applicable taxes) and its fees (including fees of legal counsel up to a maximum of $12,500 plus applicable taxes) will be reimbursed.

About Earth Alive

Earth Alive is a private company incorporated under the CBCA by articles of incorporation dated February 2, 2011. Earth Alive is engaged in the business of developing, manufacturing, selling and marketing, of a variety of state-of-the-art microbial technology-based products and other related offerings. Earth Alive wishes to amalgamate with Treegenic, a company that qualifies as a "reporting issuer" under Canadian securities laws in order to complete a going public transaction pursuant to the terms of the Amalgamation.

The following table sets out selected financial data of Earth Alive derived from its audited financial statements for the periods ended September 30, 2013 (unaudited) and December 31, 2012 and 2011 (audited). This summary of financial data should be read together with the financial statements of Earth Alive and notes thereto set forth in Schedule "D" to this Information Circular.

As at September 30, 2013
and for
the nine month-period
then ended
As at December 31, 2012
and for the year
then ended
As at December 31, 2011
and for the year
then ended
Total Revenues 421,600 824,071 142,012
Current Assets 568,939 302,809 54,940
Total Assets 730,658 454,686 209,937
Current Liabilities 635,355 65,515 530,599
Total Liabilities 635,355 65,515 530,599
Loss (293,868 ) (244,641 ) (320,672 )
Basic and Diluted Loss per Earth Alive Share (0,15 ) (0,21 ) (66,78 )

Interest of Insiders, Promoters or Control Persons

The following table contains the list of all of the insiders and non-arm's length parties pursuant to the Proposed Transaction. No insider, promoter or control person of Gimus or their associates and affiliates (before giving effect to the Proposed Transaction) have any interest in the Proposed Transaction other than that which arises from their holding of Gimus common shares, as appears in the following table:

Name of
Interested Party
Position with
Position with the
Resulting Issuer
Number and
Percentage of
Treegenic Shares
Number and
Percentage of
Amalco Shares
David Gilmour - President and Chief Executive Officer, Director Nil 32,142,887
Robert Blain - Director Nil Nil
Viviane Yargeau - Chief Technology Officer and Director Nil Nil
Steve Perrone - Chief Financial Officer and Secretary Nil Nil
One Drop - Insider Nil 10,714,286
André Brosseau President and CEO, Director - Nil Nil
Robert Séguin Chairman - 52,220
Maxime Lemieux Director - 10,000
Philippe Germain Director - Nil Nil
Jean-François Lemay Insider - 2,038,220
(1) Assuming completion of the Minimum Financing.
(2) Assumes completion of the Maximum Financing.

The Resulting Issuer

Following the Amalgamation, the Board of Amalco will comprise the following individuals: David Gilmour (Chairman), Robert Blain and Viviane Yargeau. The officers of the resulting issuer will consist of David Gilmour (President & Chief Executive Officer), Viviane Yargeau (Chief Technology Officer) and Steve Perrone (Chief Financial Officer and Secretary). Amalco's will be named "Earth Alive Clean Technologies Inc.".

At the Closing and assuming completion of the Maximum Financing, it is anticipated that only David Gilmour (32,142,857 Amalco Shares) and One Drop (10,714,286 Amalco Shares) will exercise control or direction over more than 10% of the then issued and outstanding shares of Amalco.

Brief biographies for the proposed Directors and Officers of Amalco are set out below:

David Gilmour, President and CEO, Director

Mr. Gilmour first started his career with Navion, a Toronto-based financial consultancy group, where he spent eight years acting mainly with clients in the health care sector across Canada. He then joined Cirque du Soleil, a Montreal-based entertainment company, as head of the Corporate Alliances Division. During his four year tenure at Cirque du Soleil, he David built a roster of blue chip corporate partners for the company on four continents. His instincts for building solid international strategic alliances won him recognition throughout the business in North America and abroad. While at Cirque du Soleil, the Chicago-based IEG Group called Mr. Gilmour one of the ten most creative corporate alliance executives in the United States. Following Cirque du Soleil, he held senior positions in management, sales and marketing for the Just for Laughs Group, Productions J, and Eloda. In 2006, a change of business sector brought him to take on the helm of Jig-A-Loo, a heavy-chemicals and lubricant manufacturer. It was in this role that he became acquainted with new, alternate, and high performance clean technologies, available for a variety of industrial applications. He acquired Earth Alive Resources in May of 2011 and he is has been working full time for Earth Alive.

Robert Blain, Director

Mr. Blain is Senior Vice-President and CFO for Cirque du Soleil. He plays a key role in the organization's development projects, as well as in business risk evaluation. In addition, he heads up all Cirque du Soleil activities in the areas of finance, treasury, taxation, accounting operations, legal affairs, insurance an information technology. Mr. Blain joined Cirque du Soleil in October 1994 as Administrative Director at International Headquarters. In June 1995, he was promoted to Vice-President of Finance, and remained in that position until he was named Chief Financial Officer in 2001. He sits on the board of directors of Cirque du Soleil since 2008. Because he attaches the utmost importance to education, Mr. Blain has always remained in close contact with his alma mater and has served consecutively as vice-president, treasurer and president of the HEC Montréal Alumni Association. He has also served on the board of the Coop HEC Montréal, been treasurer of the HEC Montréal Alumni Foundation and served on the committee of the Réseau HEC Montréal Prix Relève d'Excellence. He has also chaired the Business and Industrial CA Committee of the Ordre des comptables agréés du Québec (OCAQ). Since 2007, he has been an administrator and treasurer of One Drop which aims to fight poverty by supporting access to water worldwide. He also sits as a board member on Sainte-Justine UHC Foundation, one of the most important pediatric centres in North America.

Robert has been a member of the Ordre des comptables agrees du Québec since 1981 and earned the title of FCA in January 2000, recognition to members who have rendered outstanding services to the profession. In 2011, he was named Chief Financial Officer of the year by and also won the first Aces of Finance competition organized by the Quebec Chapter of Financial Executives International Canada (FEI Canada) in the "Private Corporation" category. A graduate of the HEC Montreal, Robert Blain was granted a Bachelor of Business Administration degree in 1979, with a major in accounting sciences. He began his career in 1979 as audit director for the Montreal accounting firm Samson Bélair Deloitte & Touche.

Viviane Yargeau, Chief Technology Officer, Director

Dr. Yargeau is a chemical engineer and is currently an Associate Professor and Graduate Program Director in Chemical Engineering at McGill University since 2004. She is as well an Associate Member of the McGill School of Environment. Her expertise is in chemical & environmental engineering. She is a leader in the control of environmental pollutants and her research focuses on both fundamental and technological aspects leading to improvement of technologies to mitigate the release of pollutants in the environment. Dr. Yargeau has established strong research collaborations in Canada and internationally as well as industrial collaboration. Her multidisciplinary research program also includes working closely with toxicologists in order to assess the impact of the micro pollutants and their transformation products on the environment and public health. Dr. Yargeau serves on various committees including the international management committees of two specialist groups of the International Water Association (IWA), Advanced Oxidation Processes and Anaerobic Digestion. The innovative aspects of her research have already been recognized by several refereed publications, research awards received at international conferences and invited talks in Canada, France and Italy.

Steve Perrone, Chief Financial Officer& Secretary

Mr. Perrone is a senior executive with over 30 years of experience in financial and executive management. He was the Chief Financial Officer of several multinational public and private companies in the information technology, professional services and life sciences sectors that were active in North America, Europe and Asia, including DMR Group Inc., LGS Group Inc. and 2020 Technologies Inc. His responsibilities included investor relations, information systems, legal services and risk management. He was also a key player in raising more than $230 million in debt and equity on the public and private markets as well as in completing several acquisitions both domestically and internationally. Mr. Perrone holds a Bachelor's Degree in Commerce from Concordia University, Montreal and a Graduate Diploma in Accountancy, also from Concordia University. He is a Chartered Professional Accountant (CPA) with a Chartered Accountant Qualification (CA).


Closing of the Amalgamation is subject to a number of conditions, including shareholder approval. The transaction cannot close until all requisite approvals are obtained and the Minimum Financing of $1,000,000 completed. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Circular prepared in connection with the transaction, any information released or received with respect to the Amalgamation may not be accurate or complete and should not be relied upon.

The CNSX has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.


The Corporation's press release dated December 5, 2013, should have mentioned that the warrants, issued pursuant to the non brokered financing, will be "exercisable at a price of "$0.15 at any time until December 4, 2014" instead of "$0.25 at any time until December 4, 2015".

About Corporation Gold Treegenic

Treegenic is an early stage mineral exploration company that is mainly focused on the acquisition, exploration and development of mining properties. However, the Corporation currently has no assets other than cash.

Cautionary Note Regarding Forward-Looking Statements

This release includes certain statements that may be deemed to be "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that management of the Corporation expects, are forward-looking statements. These statements include the possible conversion of inferred resources into higher confidence categories of resources. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Corporation undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Corporation at for further information.

Contact Information

  • Corporation Gold Treegenic
    Andre Brosseau
    President and CEO