Mr. Peter Berdusco reports

INTERNATIONAL BETHLEHEM MINING CORP. ANNOUNCES NON-BINDING LETTER OF INTENT FOR PROPOSED BUSINESS COMBINATION WITH PREDXION MEDIA

International Bethlehem Mining Corp. has entered into a non-binding letter of intent (LOI) with Predxion Inc., a private arm's-length AI-driven (artificial intelligence) media intelligence and data platform company existing under the laws of Delaware. Pursuant to the LOI, the parties intend to complete a business combination transaction by way of share exchange, merger or alternative structure to form the resulting issuer that will carry on the operating business of Predxion Media. The transaction is expected to constitute a reverse takeover under the policies of the TSX Venture Exchange.

About Predxion Media

Predxion Media is an AI-driven data intelligence platform designed to help brands connect more effectively with their audiences by unifying media planning, creative execution, performance optimization and live experiential data through a single intelligence layer.

Predxion Media's proprietary platform (the Predxion Engine) continuously analyzes a large number of data points generated from media interactions, content performance, audience engagement and real-world live events. This closed-loop system enables faster decision making, smarter execution and compounding performance across media, creative and live event ecosystems.

Predxion Media's platform combines:

• Audience discovery and AI-driven strategy;
• Cross-channel media execution;
• Real-time reporting and optimization;
• Integration of real-world event data from collegiate sports, concerts and branded live experiences.

Strategic rationale

International Bethlehem believes the transaction represents a compelling opportunity to transition into a technology-enabled media and data platform business aligned with strong global tailwinds supporting AI adoption, marketing automation and data-driven decision making.

Key strategic benefits of the transaction are expected include:

• Entry into an AI-driven advertising technology platform with differentiated real-world data inputs;
• Scalable acquisition strategy targeting tech-light, service-heavy regional agencies;
• Valuation arbitrage opportunity converting service revenue into AI-enabled platform revenue;
• Clear postlisting growth road map, including acquisitions, platform expansion.

The transaction

While the LOI, dated Jan. 9, 2026, is non-binding, the parties currently contemplate that the transaction will include:

• A business combination by way of share exchange, merger or alternative structure resulting in Predxion Media becoming the operating business of the combined entity;
• Reconstitution of the board of directors and management of International Bethlehem to include nominees of Predxion Media, including Tyler Ervin. See Mr. Ervin's biography below;
• A concurrent or subsequent financing to finance acquisitions, platform expansion and working capital, the terms and conditions of which will be determined based on the market conditions at the time of financing;
• Completion of customary due diligence, definitive documentation and receipt of all required regulatory and TSX Venture Exchange approvals.

Predxion Media is led by Mr. Ervin, managing director, who brings more than 15 years of experience in advertising technology, programmatic media and media automation. Mr. Ervin previously held senior roles in venture-backed adtech (advertising technology) companies and helped launch the proprietary programmatic trading platform at MDC Partners (now Stagwell Inc.).

The transaction remains subject to the completion of customary due diligence, the negotiation and execution of definitive agreements, the receipt of all required regulatory and TSX-V approvals, any required shareholder approvals, and the completion of any required financing. There can be no assurance that the transaction will be completed as proposed or at all.

A more comprehensive news release will be issued by the company disclosing details of the transaction, including financial information respecting Predxion Media, further details regarding the subsequent or concurrent financing, the names and backgrounds of all persons who will be directors and/or officers of the company upon completion of the transaction, information respecting sponsorship and any required shareholder approvals, once certain conditions have been met, including:

• Approval of the transaction by the boards of directors of the company and Predxion Media;
• Satisfactory completion of due diligence by both parties;
• Execution of a formal agreement definitive agreement setting out the transaction.

In the event a final definitive agreement is not reached, the company will notify shareholders via news release. Trading in the common shares of the company will remain halted and is not expected to resume until the transaction is completed or until the TSX-V receives the requisite documentation to resume trading.

Previous proposed transaction

The previously announced proposed transaction with InGreen Systems Corp. has expired as of Dec. 31, 2024.

About International Bethlehem Mining Corp.

International Bethlehem is a Vancouver, Canada-based company transitioning into the technology sector, focused on applied artificial intelligence. The company targets scalable AI solutions and partnerships that improve decision making and operational performance in real-world markets. Its approach is disciplined, transparent and built for long-term value creation.

We seek Safe Harbor.