Property asset or share purchase agreement

The TSX Venture Exchange has accepted for filing documentation relating to the acquisition by Earth Alive Clean Technologies Inc., effective Feb. 1, 2024, from several arm's-length sellers, of 100 per cent of the issued and outstanding shares of Interlube Inc., a Quebec-based provider of biodegradable lubricants for industrial needs.

The consideration payable for the acquisition, as detailed in the attached table, is subject to customary working capital adjustments.

Amalgamation

The exchange has accepted for filing documentation relating to the simplified vertical amalgamation of the company with Interlube, its wholly owned subsidiary, under the provisions of the Canada Business Corporations Act, effective Feb. 1, 2024. After the amalgamation, the company: (i) retains the legal name Earth Alive Clean Technologies; (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 number for the company's common shares; and (vi) the EAC symbol on the TSX Venture Exchange remains unchanged. The amalgamation was approved by the board of directors of the company on Jan. 22, 2024, to streamline the corporate structure and leverage certain tax deductions.

The name of the company has not been changed.

The company has disclosed the amalgamation in a news release dated Feb. 1, 2024.

Capitalization:  unlimited shares with no par value, of which 518,355,858 common shares are issued and outstanding

Escrow:  nil

Transfer agent:  Computershare Investor Services Inc.

Trading symbol:  EAC (unchanged)