Earth Alive Acquires Interlube and Completes Simplified Vertical Merger
MONTREAL, Feb. 01, 2024 (GLOBE NEWSWIRE) — Earth Alive Clean Technologies Inc. (TSXV: EAC – “Earth Alive” or the “Company”), a leader in the development, production, and distribution of technological solutions facilitating the shift from the chemical era to the biological era, is pleased to announce the successful acquisition of Interlube Inc. (“Interlube”), a Quebec-based provider of biodegradable lubricants for industrial needs (“Transaction”). Following the Transaction’s closure, Earth Alive has completed a simplified vertical merger with Interlube.
Interlube specializes in biodegradable lubricants and excels in converting various equipment from mineral to biological. Operating primarily in Quebec, where mining activities are prominent, the company serves sectors such as mining, drilling, agriculture, construction, various transportation types, and heavy industry. Since its establishment in 2018, Interlube has successfully penetrated the mining sector, becoming the first manufacturer to complete the full conversion of underground mining equipment to biodegradable lubricants.
The company has demonstrated its expertise with significant drilling and mining companies in Abitibi, generating a revenue of $5.6 million and an EBITDA of $1.2 million for the 12-month period ending on May 31, 2023.
With the acquisition of Interlube, Earth Alive becomes a one-stop-shop for industries and maintenance structures seeking to reduce their environmental impact.
Nikolaos Sofronis, CEO of Earth Alive, explains, “What attracted us to Interlube is that, like Earth Alive, the company not only offers top-quality environmentally friendly products but also provides technical support tailored to each customer. Through this acquisition, we not only expand our portfolio of biodegradable products but also strengthen our expertise and market presence in the Quebec mining industry by recruiting field experts. With Interlube’s tailor-made services and know-how, we gain a complementary insight into the specific needs of the mining and industrial world, allowing us to accelerate the sale of complementary products such as our dust suppressant ea1TM.”
Continuing to Address ESG Challenges
Earth Alive currently offers environmentally friendly solutions based on living microorganisms in industries such as manufacturing, mining, agriculture, and water treatment. Earth Alive assists numerous industries in minimizing their environmental impact and addressing increasingly prevalent ESG (Environmental, Social, and Governance) challenges and regulations.
“The acquisition of Interlube underscores our role in this increasingly ecologically responsible context. Our aim is to support mines, through our entire portfolio of biological solutions, in their ecological transformation.”
Details of the Acquisition
Earth Alive acquires 100% of Interlube’s issued and outstanding shares for a total consideration, subject to customary adjustments based on Interlube’s working capital at the Transaction’s closure:
- 60,000,000 Earth Alive common shares issued at the closing price on January 31, 2024, plus
- $1.5 million payable in cash at the Transaction’s closure, plus
- $1.3 million as the purchase price balance, payable in cash, unconditionally, in three annual installments—$500,000 on the first anniversary, $500,000 on the second anniversary, and $300,000 on the third anniversary, plus
- Up to a maximum of $1.3 million as conditional consideration (earnout), payable in cash following each of the first three anniversaries of the Transaction based on achieving sales objectives generated in the preceding year, plus
- A conditional consideration (earnout), payable in cash following either the third, fourth, or fifth anniversary of the Transaction’s closure (at the sellers’ discretion). The amount corresponds to the product of (A) Interlube’s BAIIA generated in the reference year, multiplied by (B) 6, multiplied by (C) 15%.
All Earth Alive common shares issued under the Transaction are subject to a restricted trading period of six months following the Transaction’s closure, in accordance with applicable securities laws and definitive agreements signed as part of the Transaction.
As part of the Transaction, Earth Alive retains the services of certain sellers as independent contractors to provide business development and operational management services following the Transaction’s closure.
The Transaction is a non-arms-length transaction (as defined in the TSX Venture Exchange policies), and no intermediary fees are payable in connection with the Transaction.
The Transaction is subject to final approval from the TSX Venture Exchange.
All dollar amounts mentioned above are in Canadian currency.
Immediately following the Transaction’s closure, effective February 1, 2024, Earth Alive completes a simplified vertical merger with Interlube, its wholly-owned subsidiary, under the provisions of the Canadian Business Corporations Act (the “Merger”). After the Merger, the Company (i) retains the legal name “Earth Alive Clean Technologies Inc.,” (ii) maintains the same bylaws, (iii) makes no changes to the composition of the board of directors or its management, (iv) issues no securities, (v) retains the same CUSIP for the Company’s common shares, and (vi) the “EAC” symbol on the TSX Venture Exchange remains unchanged. The Merger is completed to streamline the corporate structure and leverage certain tax deductions.
The merger certificate confirming the Merger is available on SEDAR+ under the Company’s profile at https://sedarplus.ca.
About Earth Alive Clean Technologies Inc.
Earth Alive is a leader in microorganism-based technologies. The company’s innovative products contribute to regenerative agriculture, natural dust suppression with minimal water consumption, and ecological and human-friendly industrial cleaning. For more information, please visit: https://earthalivect.com/.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Caution concerning forward-looking statements
This press release contains forward-looking statements. All statements other than statements of present or historical facts are forward-looking. Forward-looking statements involve known and unknown risks, uncertainties and assumptions and accordingly, actual results and future events could differ materially from those expressed or implied in such statements. You are hence cautioned not to place undue reliance on forward-looking statements. Forward-looking statements include words or expressions such as “should”, “potentially”, “ambitions”, “could”, “contribute” and other similar words or expressions. Factors that could cause future results or events to differ materially from current expectations expressed or implied by the forward-looking statements include the ability of the biofertilizers market in Spain to reach 115 Million Euros by 2026, the potential of Spain’s market to be of 1.2 Billion Euros, Earth Alive’s ability to be a major player in this market Soil Activator’s ability to play a pivotal role in rehabilitating damaged soil, the ability of ea1 to prevent dust from invading crops, the ability to book the first sales in Spain of out dust-repellent in Q1 2024 and other risks described in Earth Alive’s documents filed with Canadian securities regulatory authorities. You can find further information with respect to these risks and other risks in Earth Alive’s 2022 Annual MD&A, as updated in Earth Alive’s 2023 First and Second Quarter MD&As, and other filings made with Canadian securities regulatory authorities available at https://sedarplus.ca. These documents are also available on our website at https://earthalivect.com/. Earth Alive disclaims any obligation to update or revise these forward-looking statements except as required by applicable law.
For further information, please contact:
Nikolaos Sofronis, CEO
Phone: 438 333-1680; 514 462-1628
Email: [email protected]