Mr. Denis Laviolette reports

EARTHLABS CREATES A LEADING GLOBAL MINING MEDIA DIVISION WITH ACQUISITION OF THE NORTHERN MINER, CANADIAN MINING JOURNAL AND MINING.COM

On Oct. 26, 2023, Earthlabs Inc. entered into a definitive agreement with Glacier Media Inc. and its wholly owned subsidiary Glacier Rig Ltd. under which Earthlabs will acquire The Northern Miner Group (TNM Group), a leading group of mining media brands, including The Northern Miner (TNM), Canadian Mining Journal (CMJ) and MINING.COM.

Recognized as one of the mining industry's largest media outlets, TNM Group brands are read by over 674,000 monthly users, recording over 1.48 million monthly page views and over 173,200 digital subscribers, per the TNM Group. In addition to the news and media division, the group includes virtual and in-person events through TNM Symposiums as well as data products including TNM Marco Polo, a mining intelligence subscription platform, and TNM Maps, distributed to an on-line audience of over 800,000, as well as key mining events and trade shows throughout the year (PDAC, CIM, MinExpo).

"As new stewards of these storied media assets, we are incredibly excited to have The Northern Miner Group's talented staff join our team, including Anthony Vaccaro, who will remain as President of The Northern Miner Group," said Denis Laviolette, executive chairman and chief executive officer of Earthlabs. "We have long been reviewing opportunities in the media space, waiting for the right opportunity to expand our portfolio. The TNM Group assets are highly complementary to our own, with mining news and media products that will now benefit from greater distribution including millions of valued users on CEO.CA."

"We are investing in the future of quality journalism," said Cejay Kim, chief business officer of Earthlabs. "Our aim is to bolster the distribution of these well-respected brands without compromising the quality, thorough and unbiased journalism that readers value. This acquisition aligns perfectly with our strategic focus on innovation in the disruptive media landscape. Earthlabs will now own one of the largest social media platforms and news media publications focused on resources. We see incredible cross-marketing to grow both our ad sales and reoccurring revenue streams."

A new global mining media leader

TNM Group presents a highly complementary portfolio with Earthlabs' subsidiary assets CEO.CA and DigiGeoData and enhances Earthlabs' acquisition strategy in a compelling way. CEO.CA, the largest social media platform for resource investors, offers a unique ecosystem where mineral explorers, investors and other stakeholders engage in high-level discussions, share insights and make data-driven decisions. The platform's extensive reach and engaged user base serve as a natural complement to the newly acquired media assets.

Together, they create a powerhouse of information and community engagement, solidifying Earthlabs as a global leader in mining media. This unified approach presents immediate and long-term value creation opportunities from cross-platform product sales, and streamlines distribution, providing significant scale, quality and geographic reach, with a portfolio positioned as a stronger partner to advertising and distribution counterparts.

Postacquisition organizational structure

To fully leverage the capabilities and reach of each asset, Earthlabs will organize its media and technology division as follows:

News and media: The newly acquired The Northern Miner, Canadian Mining Journal and MINING.COM will spearhead this division, offering in-depth reporting, analysis and features on the mining sector.

Community: CEO.CA will continue to function as the pulse of the mineral exploration community, facilitating high-level dialogues and interactions among key stakeholders.

Intelligence and data: DigiGeoData and TNM Marco Polo will provide essential market and geospatial data for informed decision-making.

Events and special projects: The Northern Miner Symposiums will lead this segment, hosting thought-leadership events that provide rich insights and networking opportunities.

Significant scale, quality, product diversity and geographic reach in the most attractive mining news markets

Northern Miner -- mining news and industry intelligence since 1915

The Northern Miner (TNM) is a monthly newspaper and digital resource with over a century of archives and historical data. Since 1915, TNM has served the mining and exploration industry with crucial on-site reporting at mining projects across the globe by a team of senior writing staff, informing the decision-making process of thousands of high-performing mining professionals.

Canadian Mining Journal -- Canada's most-read mining magazine

Canadian Mining Journal (CMJ) was established in 1882 to serve a crucial role: sharing information to advance the mining industry. Available in both print and digital formats, CMJ closely follows industry trends, including the latest advancements in mineral exploration and technology. By keeping pace with these innovations, CMJ remains a must-read, offering critical insights for professionals navigating the ever-changing landscape of the mining industry.

MINING.COM -- the leading digital destination serving the global mining industry

A global leader in on-line mining news since 2011, MINING.COM seeks to educate, inform, connect and influence, building a community that connects people with reliable and up-to-date resources. Read by over 500,000 monthly users industry professionals and decision makers across the world, MINING.COM is the world's digital destination for mining news, with 60 per cent of site visitors now located outside North America. Miners, investors and industry players from around the world choose MINING.COM every day for their real-time news source on everything mining.

Tools to navigate mineral exploration with confidence: news, market insights and specialized intelligence

TNM Group's enhanced subscription products provide access to industry news, insights and data:

• TNM News + Markets subscriptions offer unlimited access to every story on The Northern Miner and MINING.COM alongside MINING.COM Markets, a data subscription providing real-time market, commodity and stock information.
• TNM Marco Polo -- the next generation of the TNM Mines Handbook fuelled by market data, financial information, personnel, reserves, resources and more.
• TNM Archives -- a century of untapped mineral resource and exploration data, inclusive of historical drill holes, project exploration and technical reports, built with a custom OCR (optical character recognition) and will be made available as a future research subscription tool.

Earthlabs will add its in-house artificial intelligence, data visualization and real-time analytics expertise to enhance the subscription experience, developing new value-add products and services.

TNM Maps and DigiGeoData Maps will also combine forces, emerging as the industry standard for mining project Hot Play activity mapping, with distribution to an on-line audience of over one million as well as key mining events, trade shows and via DigiGeoData's Atlas GIS-based interactive mapping interface.

Consideration details

The consideration for the acquisition of the TNM Group consists of the aggregate cash payment of $4-million, subject to working capital adjustments. The cash payment will comprise: (i) an initial deposit of $200,000 paid upon signing of the definitive agreement; (ii) a cash payment equal to $2.3-million payable at the time of closing; and (ii) a promissory note in the aggregate principal amount of $1.5-million payable over two years and which shall be secured by a general security agreement against the assets of Earthlabs and its new technology division. In connection with the acquisition: (i) the parties shall enter into a transition services agreement which shall provide for a timely and efficient transfer of the TNM, CMJ and MINING.COM operations; and (ii) Glacier Rig shall execute a non-competition and non-solicitation agreement with Earthlabs. The definitive agreement may be terminated by either party in certain specified circumstances. There are no finder's fees associated with the acquisition and the company is not assuming any material debt from Glacier Rig. The acquisition is expected to close before Dec. 1, 2023, and remains subject to customary closing conditions and the approval of the TSX Venture Exchange.

Upon closing, TNM Group will operate as a stand-alone division under Earthlabs, led by Mr. Vaccaro, maintaining its existing brand names and leadership structures while also benefiting from the resources of support of Earthlabs' global presence.

About Earthlabs Inc.

Earthlabs is a mining investment and technology company that aims to provide strategic leverage to the metals and mining sector through investments, royalties and a full suite of data-driven media software-as-a-service tools and services.

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