Earth Alive Clean Technologies Inc.

Earth Alive Clean Technologies Inc.

July 10, 2015 10:00 ET

Earth Alive Announces Private Placement

MONTREAL, QUEBEC--(Marketwired - July 10, 2015) - Earth Alive Clean Technologies (CSE:EAC) ("Earth Alive") reports that a non-brokered private placement in under way to raise maximum proceeds of $1,500,000. Earth Alive will be offering unsecured convertible debentures, in tranches of $5 000, that have a maturity of three years. The debentures will pay 12% interest per annum, payable semi-annually and will be convertible into common shares of Earth Alive (the "Shares"), at the option of the holder, on the basis of $0.20 per Share for the first and second year and $0.30 per Share thereafter. Earth Alive will have the option to convert the debentures at all times if the Share price reaches $0.40 for ten consecutive trading days.

Earth Alive intends to use the proceeds for general working capital purposes, R&D and the development of new markets.

A finder's fee consisting of a cash payment of 8% of the gross proceeds raised and share purchase warrants in an amount equal to 8 % of the gross proceeds (excluding any amount subscribed or by insiders), may be paid to eligible persons in connection with the offering, if permitted by securities laws. Such warrants will entitle the holder to purchase one Share of Earth Alive, at the price of $0.20 for a period of 24 months following the closing and $0.30 for the following 12 months.

All securities issued pursuant to the private placement will be subject to a hold period of four (4) months.

Certain insiders are expected to participate in the private placement for an aggregate amount of $775,000: One Drop Investments Inc. which currently holds 15.86% (13,928,572 Shares) is subscribing for a principal amount of $500,000 and Les Placements Mica3 Inc., a company controlled by Michel Ringuet, a director, is subscribing for a principal amount of $275,000. Les Placements Mica3 Inc. currently holds 2.5% (2,250,000 Shares). If the insiders exercised their conversion right, they could hold a maximum of 16,428,572 and 3,625,000 Shares, respectively. Pursuant to Regulation 61-101 Respecting protection of minority security holders in special transactions ("Rule 61-101"), each of these transactions will constitute a "related party transaction" and as such, minority shareholder approval and a formal valuation may be required. However, the board expects that such transactions will meet the exemptions set out in Rule 61-101 (sections 5.5(a) and 5.7(a)).

About Earth Alive Clean Technologies:

Earth Alive aims to be a catalyst agent of change, and a key player, in world markets of environmentally sustainable industrial solutions. Earth Alive works with the latest innovations in microbial technology to formulate and patent innovative products that can tackle the most difficult industrial challenges, once only reserved to environmentally harmful chemicals and additives. The company is focused on environmental sustainability in 1) dust control for the mining industry, and 2) the agriculture industry.

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