EarthLabs Inc. (TSXV:SPOT) entered into a definitive agreement to acquire The Northern Miner Group from Glacier RIG Ltd for CAD 4 million on October 26, 2023. The consideration for the acquisition of the TNM Group consists of the aggregate cash payment of $4,000,000, subject to working capital adjustments. The cash payment will be comprised of (i) an initial deposit of CAD 200,000 paid upon signing of the Definitive Agreement; (ii) a cash payment equal to CAD 2,300,000 payable at the time of closing; and (ii) a promissory note in the aggregate principal amount of CAD 1,500,000 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 Ltd 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 Ltd.

Upon closing, TNM Group will operate as a stand-alone division under EarthLabs, led by Anthony Vaccaro, maintaining its existing brand names and leadership structures while also benefiting from the resources of support of EarthLabs' global presence. The acquisition is expected to close before December 1, 2023, and remains subject to customary closing conditions and the approval of the TSX Venture Exchange.

EarthLabs Inc. (TSXV:SPOT) completed the acquisition of The Northern Miner Group from Glacier RIG Ltd on December 1, 2023. TNM Group will now operate as a stand-alone division under EarthLabs, maintaining its existing brand names and leadership structures while also benefiting from the resources of support of EarthLabs? global presence.