Earth Alive Clean Technologies Inc.

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- filer became wholly-owned subsidiary of another company as a result of insolvency proceedings.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

[Original text in French]

May 21, 2025

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
QUÉBEC AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATION

AND

IN THE MATTER OF
THE REVOCATION OF A FAILURE-TO-FILE CEASE TRADE ORDER

AND

IN THE MATTER OF
EARTH ALIVE CLEAN TECHNOLOGIES INC.
(the Filer)

ORDER

Background

The Filer is subject to a failure-to-file cease trade order (the FFCTO Revocation Order) issued by the Autorité des marchés financiers (the Principal Regulator or the AMF) September 4, 2024. The Filer has applied to the Principal Regulator for an order revoking the FFCTO under Policy Statement 11-207 respecting Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (Policy Statement 11-207).

The Principal Regulator and the Ontario Securities Commission (the Decision Makers) also received an application from the Filer for an order under their securities legislation (the Legislation) to revoke the reporting issuer status of the Filer in all jurisdictions of Canada (the Cease to be a Reporting Issuer Order).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

a) the Filer has provided notice that subsection 4C.5 of Regulation 11-102 respecting Passport System, CQLR, c. V-1.1, r. 1 (Regulation 11-102) is intended to be relied upon in the provinces of British Columbia and Alberta, and

b) this order is the order of the Principal Regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions or, in Québec, in Regulation 14-501Q on definitions, Regulation 11-102, Policy Statement 11-206 Process for Cease to be Reporting Issuer Applications (Policy Statement 11-206) and Policy Statement 11-207 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. The Filer is a corporation existing under the Business Corporations Act (Québec) located in the Province of Québec.

2. The Filer is a reporting issuer in British Columbia, Alberta, Ontario and Québec.

3. On September 4, 2024, the Principal Regulator issued the FFCTO as a result of the Filer's failure to file its interim financial statements and the related management's discussion and analysis for the three and six months ended June 30, 2024, and the interim certifications for the foregoing filings (collectively, the Unfiled Documents). The FFCTO took effect in each jurisdiction of Canada that has a statutory reciprocal order provision, subject to the terms of the local securities legislation.

4. The Filer's failure to file the Unfiled Documents was a result of the financial distress that led to the Filer initiating the NOI Proceedings (as defined below).

5. On October 22, 2024, due to persistent financial distress, the Filer filed a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada) (BIA) (the NOI Proceedings) in the Québec Superior Court (Commercial Division) (the Court).

6. On January 24, 2025, the Filer sought and obtained from the Court an order under the BIA (the Approval and Reverse Vesting Order) pursuant to which, inter alia, the Court approved a subscription agreement (the Subscription Agreement) dated January 17, 2025 between the Filer and 9530-8086 Québec Inc. (the Purchaser) and the transactions contemplated thereby (collectively, the Transactions), including the cancellation of all existing securities in the Filer without consideration and the issuance of new equity interests in the Filer to the Purchaser in consideration for the release by the Purchaser of certain secured debt of the Filer.

7. On January 30, 2025, the Principal Regulator issued a partial revocation order in respect of the FFCTO solely for the purposes of allowing the Filer and the Purchaser to complete the Transactions.

8. On January 31, 2025, the Filer completed the Transactions in accordance with and pursuant to the terms and conditions of the Subscription Agreement and the Approval and Reverse Vesting Order granted by the Court.

9. Immediately prior to the implementation of the Transactions, the Filer had 578,355,858 issued and outstanding common shares.

10. In addition to the common shares, prior to the implementation of the Transactions, there were also outstanding, 7,021,000 options to purchase common shares pursuant to the stock option plan of the Filer, all of which were "out of the money" (Options), as well as 225,933,333 warrants to acquire common shares (Warrants).

11. As a result of the Transactions, among other things, all equity interests, including the common shares, convertible securities, or any other rights or interests to purchase the same, including the Options and the Warrants, of the Filer were cancelled for no consideration.

12. On the closing of the Transactions, the Purchaser was issued 2 425 000 shares of a new class of common shares denominated "Class A common shares" and became the sole securityholder of the Filer, and the Filer does not have any other securities issued and outstanding (including debt securities).

13. The common shares of the Filer were delisted from the NEX Board of the TSX Venture Exchange as at the close of business on February 10, 2025.

14. The Filer is not an OTC reporting issuer under Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets.

15. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.

16. No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in Regulation 21-101 respecting Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

17. The Filer is not in default of securities legislation in any jurisdiction, other than the defaults that led to the issuance of the FFCTO and the Filer's failure to file certain of its continuous disclosure documents required to be filed by applicable Canadian securities laws since the date of the FFCTO (the Subsequent Records).

18. The Filer is not eligible to use the simplified procedure under Policy Statement 11-206 as it is in default to file the Unfiled Documents and the Subsequent Records.

19. The Filer has no current intention to seek public financing by way of an offering of securities in Canada or elsewhere or to make or maintain a market in securities of the Filer.

20. Upon the granting of the Cease to be a Reporting Issuer Order, the Filer will no longer be a reporting issuer or the equivalent in any jurisdiction in Canada.

Order

The Principal Regulator is satisfied that the FFCTO Revocation Order of the Filer meets the test set out in the securities legislation of Québec for the Principal Regulator to make the decision.

The decision of the Principal Regulator under the securities legislation of Québec is that the FFCTO of the Filer is revoked.

The Decisions Makers are satisfied that the Cease to be a Reporting Issuer Order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Cease to be a Reporting Issuer Order is granted.

"Marie-Claude Brunet-Ladrie"
Directrice de la surveillance des émetteurs et initiés

OSC File #: 2025/0085