CORRECTION – Earth Alive Acquires Interlube and Completes Simplified Vertical Merger - Seite 2

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 EBITDA 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 an 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.