About Interlube
Interlube specializes in biodegradable lubricants and excels in converting various equipment from mineral to biological. Operating primarily in
The company has demonstrated its expertise with significant drilling and mining companies in Abitibi, generating a revenue of
With the acquisition of Interlube, Earth Alive becomes a one-stop-shop for industries and maintenance structures seeking to reduce their environmental impact.
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
The Transaction is subject to final approval from the
All dollar amounts mentioned above are in Canadian currency.
Merger Details
Immediately following the Transaction's closure, effective
The merger certificate confirming the Merger is available on SEDAR+ under the Company's profile at https://sedarplus.ca.
About
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/.
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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
For further information, please contact:
Phone: 438 333-1680; 514 462-1628
Mobile: +352621395338
Email: nsofronis@earthalivect.com
Source:
2024 GlobeNewswire, Inc., source