Earth Alive Clean Technologies Inc. — Capital/Financing Update 2021

Mar 4, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Earth Alive Clean Technologies Inc. (“ Earth Alive ” or the “ Corporation ”) 9641 Rue Clément Lasalle, Québec H8R 4B4

2. Date of Material Changes

February 25, 2021

3. News Releases

A news release with respect to the material change referred to in this report was issued through the facilities of Globe Newswire on February 26, 2021, and subsequently filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

4. Summary of Material Change

On February 25, 2021, the Corporation closed a non-brokered private placement (the “ Offering ”) of units (the “ Units ”). The Corporation issued 43,478,261 Units at a price of $0.115 per Unit for gross proceeds of $5 million.

5. Full Description of Material Change

5.1 Full Description of Material Change

On February 25, 2021, the Corporation closed the Offering and issued 43,478,261 Units for gross proceeds of $5 million.

Each Unit consists of one common share of the Corporation (a “ Share ”) and one common share purchase warrant of the Corporation (a “ Warrant ”). Each Warrant entitles its holder to subscribe for one Share, at a price of $0.25 per Share, until February 25, 2024. Each Warrant is subject to an accelerated expiry clause pursuant to which if, at any time after October 31, 2021, the closing trading price of the Shares on the TSX Venture Exchange is equal to or superior to $0.45 for a period of 20 consecutive trading days, the Corporation will have the right to accelerate the expiry date of the Warrants by giving written notice to the holders of Warrants and the Warrants will expire at 5:00 p.m. (Montréal time) 30 days after such notice.

The Corporation intends to use the net proceeds from the Offering to grow the size of its team, to fund operational projects and for general corporate purposes.

In connection with the Offering, the Corporation issued 2,065,217 Units to a finder as compensation. The Warrants forming part of the Units issued to such finder have the same terms as the Warrants underlying other Units issued pursuant to the Offering, except that such Warrants are non-transferable.

All securities issued in connection with the Offering are subject to a statutory hold period until June 26, 2021.

Forward-Looking Information

Certain information in this material change report contains forward-looking information and forward-looking statements which reflect the current view of management with respect to the Corporation’s objectives, plans, goals, strategies, outlook, results of operations, financial and operating performance, prospects and opportunities. Wherever used, the words “will”, “anticipate”, “intend”, “aim”, “believe” and similar expressions identify forwardlooking information and forward-looking statements and include, but are not limited to, statements about the Corporation’s anticipated use of proceeds of the Offering. Forwardlooking information and forward-looking statements should not be reads as guarantees of future events, performance or results, and will not necessarily be accurate indications of whether, or the times at which, such events, performance or results will be achieved. All of the information in this material change report containing forward-looking information or forward-looking statements is qualified by these cautionary statements. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and forward-looking statements and are cautioned not to place undue reliance on such information and statements. The Corporation does not undertake to update any such forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws.

5.2 Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable.

7. Omitted Information

Not applicable

8. Executive Officer

For additional information with respect to the material change referred to herein, the following person may be contacted:

Frédéric Beausoleil Chief Financial Officer (438) 333-1680 fbeausoleil@earthalivect.com

Date of report

March 3, 2021