Mr. Peter Berdusco reports

INTERNATIONAL BETHLEHEM SIGNS LOI TO ACQUIRE INGREEN SYSTEMS CORP.

International Bethlehem Mining Corp. has entered into a non-binding letter of intent (LOI), effective Dec. 21, 2023, pursuant to which the company has agreed to acquire all of the outstanding shares of InGreen Systems Corp., an arm's-length company, incorporated in the province of Alberta. Ingreen has developed prefabricated building technology that is more energy efficient, stronger, has a much faster build time, has zero waste and costs less to build, than today's conventional building methods. Ingreen has completed many projects in housing, industrial, commercial, transitional winter tiny homes and mini storage systems.

Terms of the LOI

Under the terms of the LOI, the parties will endeavour to sign a definitive agreement by Jan. 5, 2024. Upon execution of the definitive agreement and closing of the transaction, it is anticipated that the company will undergo a change of business, including a name and trading symbol change and its shares will be listed on the TSX Venture Exchange as a Tier 2 industrial issuer, subject to exchange approval.

The company will pay a $5.4-million share consideration to acquire InGreen, representing 27 million postconsolidated shares of the company at a price of 20 cents per common share.

Consolidation, name change and financing

In connection with the transaction, the company intends to consolidate its issued and outstanding share capital on the basis of one new common share for every 10 outstanding common shares.

The consolidation remains subject to the approval of the TSX Venture Exchange NEX.

The company also intends to complete a non-brokered private placement to raise up to $500,000 with each unit consisting of one postconsolidated share priced at 25 cents per share and one warrant exercisable at 50 cents good for three years. Proceeds of the financing will be used to satisfy obligations under the transaction and provide working capital to InGreen. Any working capital advanced to InGreen prior to the close of the transaction will require exchange approval.

Closing of the transaction remains subject to a number of conditions, including signing of the definitive agreement, finalization of due diligence, the completion of any necessary financing, the approval of the exchange of the change of business and the satisfaction of other closing conditions customary in transactions of this nature. As the company is doing its due diligence on InGreen, there is a risk that the transaction will not close.

The company also announces its purchase and sale agreement dated Aug. 2, 2022, to acquire a 90-per-cent interest in the Clifford gold project has been terminated.

The company further confirms there are no outstanding liabilities or commitments regarding this terminated agreement.

Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the common shares of the company is expected to remain halted pending completion of further filings with the TSX Venture Exchange.

We seek Safe Harbor.