Earth Alive announces closing of $3.5 million Financing - Seite 2

Early Warning Disclosure

Pursuant to the Offering, William Vanderfelt subscribed for 7,500,000 Units, representing 7,500,000 Common Shares and 7,500,000 Warrants, for an aggregate subscription price of $150,000.

Immediately prior to the Offering, Mr. Vanderfelt beneficially owned, directly or indirectly, 42,000,000 Common Shares and 21,000,000 share purchase warrants exercisable at a price of $0.09 per Common Share until April 6, 2024 (the “April 2024 Warrants”), representing approximately 12.23% of the then issued and outstanding Common Shares on a non-diluted basis, and 17.29% of the then issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of the April 2024 Warrants held by Mr. Vanderfelt only.

Immediately following the closing of the Offering, Mr. Vanderfelt beneficially owns, directly or indirectly, 49,500,000 Common Shares, 7,500,000 Warrants, and 21,000,000 April 2024 Warrants, representing 9.55% of the issued and outstanding Common Shares on a non-diluted basis, and 14.26% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of the Unit Warrants and April 2024 Warrants held by Mr. Vanderfelt only.

The securities of the Company beneficially owned, directly or indirectly, by Mr. Vanderfelt, are held for investment purposes. Mr. Vanderfelt has a long-term view of the investment and may acquire additional securities including either in the open market or through private acquisitions or sell the securities including either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

Early warning reports relating to this transaction will be filed on SEDAR under the Company’s profile at www.sedar.com and can be obtained by contacting Eric Paul-Hus at [e-mail] or 438-333-1680.

The securities offered pursuant to the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may be not be offered or sold in the United States absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.