Spire Global, Inc. (NYSE:SPIR) entered into a definitive arrangement agreement to acquire exactEarth Ltd. (TSX:XCT) for approximately CAD 190 million on September 13, 2021. The total transaction consideration of CAD 204.2 million is comprised of approximately CAD 130.9 million in cash and CAD 73.2 million in Spire's Class A Common Stock. The transaction will be carried out through a plan of arrangement under the Canada Business Corporations Act. Under the plan of arrangement, holders of exactEarth common shares will receive CAD 2.5009 in cash and 0.1 share of Spire Class A Common Stock for each exactEarth common share held. This represents total per share consideration of CAD 3.90 per common share for exactEarth shareholders. On completion of the arrangement, the former shareholders of exactEarth will hold approximately 3.8% of Spire, based on currently outstanding share capital. Once completed, exactEarth will become a fully owned subsidiary of Spire and continue to operate from Cambridge, Ontario, Canada. In case of termination of the transaction, exactEarth would be required to pay a termination fee of approximately CAD 8.2 million.

Post completion, ExactEarth will continue to operate under the leadership of Chief Executive Officer Peter Mabson, reporting directly to Spire Chief Executive Officer Peter Platzer. The completion of the transaction is subject to approval by at least two-thirds of the votes cast at a special meeting of exactEarth shareholders which is expected to take place in November 2021. The transaction is also subject to applicable regulatory approvals; the approval of the Ontario Superior Court of Justice (Commercial List); dissent rights not having been exercised with respect to more than 10% of exactEarth's outstanding common shares; Spire Global shares to be issued and granted pursuant to the transaction shall be exempt from the registration requirements of the U.S. Securities Act; and the satisfaction of certain closing conditions customary in transactions of this nature. The transaction is not subject to any financing condition. The transaction has been unanimously approved by the boards of directors of both Spire Global and exactEarth. On October 15, 2021, Spire Global and exactEarth amended the definitive agreement to the Plan of Arrangement to cause consideration that is unclaimed after two years to continue to be administered by the depositary, instead of being returned for further administration by Spire Global. The arrangement was approved by exactEarth's shareholders at a special meeting held on November 18, 2021. exactEarth obtained a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the arrangement on November 22, 2021. The transaction is expected to be accretive on both a revenue basis and an adjusted EBITDA basis. This acquisition is expected to close in calendar 4Q21 or in calendar 1Q22. As of November 10, 2021, the transaction is expected to close late in Q4 or early in Q1 2022. As of November 18, 2021, it is anticipated that the arrangement will be completed at the end of November 2021.

RBC Capital Markets, LLC acting as financial advisor and Wilson Sonsini Goodrich & Rosati and Alex Gorka of Osler, Kevin Feng, Emery White, Kaeleigh Kuzma, Danielle Chu, David Davachi, Taylor Cao, Shaun Parker, Adam Rempel, Kristin Ali, Maryna Polataiko, Ryan Nielsen, Matthew Ritchie, Andrea Boctor, Kelly Moffatt, Sydney Young and Sam Ip of Hoskin & Harcourt LLP acted as legal advisors to Spire in connection with the transaction. Cormark Securities Inc. is acting as financial advisor and fairness opinion provider and Christopher Cummings, Andrew Finch, Jared Nagley, David Mayo and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Tim McCormick of Stikeman Elliott LLP are acting as legal advisors to exactEarth. O'Melveny & Myers acted as legal advisor to RBC Capital Markets as financial advisor to Spire Global.

Spire Global, Inc. (NYSE:SPIR) completed the acquisition of exactEarth Ltd. (TSX XCT) on November 30, 2021. All closing conditions were completed. exactEarth team will join the Spire family. With the completion of the acquisition, exactEarth common shares will be de-listed from the Toronto Stock Exchange as of the close of trading on or about December 2, 2021.