Earth Alive Clean Technologies Inc.
CSE : EAC
CSE : EAC.CN
CNSX : EAC

Earth Alive Clean Technologies Inc.

September 25, 2017 09:29 ET

Earth Alive Enters Into a Term Sheet for Convertible Debt Financing of Up to CDN$3M

MONTREAL, QUEBEC--(Marketwired - Sept. 25, 2017) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES.

Earth Alive Clean Technologies Inc. (CSE:EAC)(CSE:EAC.CN)(CNSX:EAC) ("Earth Alive" or the "Corporation") is pleased to announce that it has entered into a non-binding letter of intent with an existing shareholder, Investissement Influx Anse Inc. (the "Investor") which contemplates that the Corporation will issue secured convertible debentures (the "Debentures") in an aggregate principal amount of up to Cdn$3,000,000, over the course of the next six (6) months, on a private placement basis, over three tranches, as per the following terms: i) an initial purchase of Cdn$500,000 would be made by the Investor, on or prior to October 5, 2017; ii) the Corporation would offer Debentures to other qualified investors, in an aggregate principal amount of up to Cdn$1,500,000 on or before October 31, 2017; and, iii) at the request of the Corporation, subject to various conditions precedent the Investor would purchase an additional Debenture in a principal amount of up to Cdn$1,000,000, during the period commencing on March 1 through March 31, 2018.

The letter of intent contemplates that the Debentures will bear interest at a rate of 15% per annum and, subject to earlier optional conversion, in whole or in part, would be payable together with the principal on the maturity date, to occur two (2) years from their issuance. The Debentures would be secured by way of a hypothec on all of the Corporation's intellectual property assets. The Debenture holders will have the right to convert, in whole or in part, the principal amount and accrued and unpaid interest into common shares of the Corporation at a conversion price equal to the greater of: i) Cdn$0.35; and, ii) the closing price on the trading day immediately prior to the earlier of the announcement by press release of, or the filing with the Canadian Securities Exchange ("CSE") of the notice in connection with, the proposed investment (the "Conversion Price").

The Debenture holders will also receive, upon issuance of the Debentures, a number of common share purchase warrants (the "Warrants") equal to the sum of the aggregate principal amount of, and interest accruing on, the Debentures, divided by the Conversion Price. Each Warrant would have an exercise price equal to the greater of: i) Cdn$0.25; and, ii) the closing price on the trading day immediately prior to the earlier of the announcement by press release of, or the filing with the CSE of the notice in connection with, the proposed investment. Once issued, the Warrants would have a term of five (5) years. Moreover, in lieu of exercising the Warrants for cash, they may be, in whole or in part, exercised without the payment of any additional consideration, by means of a "cashless exercise".

On behalf of the Board, Chairman Robert Blain, stated : "We are pleased with the current corporate developments and we are very encouraged by recent sale activities. We also wish to thank all of Earth Alive's employees for their continued support and show of confidence as well as their renewed commitment to seeing Earth Alive become an industry leader in sustainable and microbial technologies."

M. Michael Warren, President and CEO, added: "Management is very excited by ongoing activities. Combined with our efforts and the cost reduction plan already in place, this injection of capital would allow us to pursue our objectives of sustainable growth and profitability."

Any and all securities issued pursuant to the proposed investment will be subject to a statutory hold period of four months and one day from the date of issuance. The letter of intent is non-binding, and the completion of the transactions hereby contemplated is subject, among other things, to receipt of applicable regulatory approvals, including approval of CSE, the completion of satisfactory due diligence investigations, and signature of the definitive, binding documentation in respect of the contemplated transaction, and various other closing conditions.

The Corporation intends to use the proceeds from the proposed investment for working capital purposes and to continue operations.

The securities to be issued pursuant to the offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.

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.

Forward-Looking Information

Except for statements of historical fact, this news release contains certain forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" occur including, without limitation, the realization of all conditions precedent to closing and anticipated timing thereof, including the receipt of regulatory approvals, the timely closing of the transaction and use of proceeds thereof, and realization of the anticipated benefits of the transaction. By their nature, forward-looking statements require management to make assumptions. Although Earth Alive believes these assumptions to be reasonable based on information currently available, there is risk that they may not be accurate. Certain important assumptions by management in making forward-looking statements include, but are not limited to: the timing, size and successful completion of the contemplated transaction; Earth Alive's ability to consummate the contemplated transaction in favourable market conditions, that ongoing due diligence investigations by the Investor will not identify any materially adverse facts or circumstances; the satisfaction of all conditions to the completion of the contemplated transaction; the receipt of required regulatory approvals, the successful negotiation and signature of definitive binding documentation in respect of the contemplated transaction. Such forward-looking statements are subject to important known and unknown risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, but not limited to: the proposed investment may not be completed upon the terms contemplated herein, or at all and the proceeds thereof may not be available to the Corporation; the possibility of not satisfying any or all of the closing conditions to complete the contemplated transaction; difficulties, failure or delays in obtaining regulatory approvals; and changes in the terms of the contemplated transaction. Readers are cautioned that the plans, intentions or expectations disclosed in any forward-looking statements and underlying assumptions may not be achieved and that they should not place undue reliance on any forward-looking statement, each of which is expressly qualified in its entirety by this cautionary statement. Except as required under applicable securities legislation, the Corporation undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

For additional company information, please visit: www.earthalivect.com.

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