EarthLabs to acquire Northern Miner from Glacier Media for $4M

CPE News

CPE News (10.26.2023) – EarthLabs Inc. (TSX-V: SPOT; OTCQX: SPOFF) has entered into a definitive agreement with Glacier Media Inc. (TSE: GVC) and its wholly-owned subsidiary Glacier Rig Ltd. under which EarthLabs will acquire Northern Publishing Ltd. (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.

EarthLabs is paying $4 million in cash for the acquisition of the TNM Group, subject to working capital adjustments.

The Northern Miner, Canadian Mining Journal and MINING.COM will retain their existing team, distinct brand and independence, led by Anthony Vaccaro, operating as a wholly owned subsidiary within EarthLabs’ media and technology division.

Subject to customary closing conditions and the approval of the TSX Venture Exchange, the transaction is expected to close before December 1, 2023.

On February 6, 2006, Glacier indirectly acquired 90.17% of the outstanding units in Hollinger Canadian Newspapers, Limited Partnership, later renamed Glacier Canadian Newspapers, Limited Partnership (GCNLP) for $121.3 million plus $8.6 million for a purchase price adjustment relating to working capital and transaction costs, 100% of the shares of Eco Log Environmental Risk Information Services Ltd., 100% of the shares of KCN Capital News Company Ltd. and certain real estate for $4.7 million from Hollinger International Inc. (later renamed Sun Times Media Group Inc.) Glacier acquired the remaining outstanding units of GCNLP not held by Sun Times on March 17, 2006 for $13.3 million by way of a unit consolidation.

Glacier acquired the TMN Group as part of the Hollinger acquisition.

photo credit: Glacier Media

News Release

EarthLabs Creates a Leading Global Mining Media Division with Acquisition of The Northern Miner, Canadian Mining Journal and MINING.COM

The Northern Miner, Canadian Mining Journal and MINING.COM are recognized as one of the mining industry’s largest media outlets, read by over 674K monthly users
Acquisition furthers EarthLabs’ commitment to expand SaaS products through robust and recurring revenue streams, complimenting CEO.CA and DigiGeoData
Existing subscribers and users of both platforms will benefit from expanded access to news, community discussions, data analytics, and event experiences
The Northern Miner, Canadian Mining Journal and MINING.COM will retain their existing team, distinct brand and independence, led by Anthony Vaccaro, operating as a wholly-owned subsidiary within EarthLabs’ media and technology division

Toronto, Ontario–(Newsfile Corp. – October 26, 2023) – EarthLabs Inc. (TSXV: SPOT) (OTCQX: SPOFF) (“EarthLabs” or the “Company”), a leading mineral exploration technology and investment company, is pleased to announce that on October 26, 2023, it has entered into a definitive agreement (the “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 674,000+ monthly users, recording 1,480,000+ monthly pageviews and 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 online 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 CEO 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 complimentary 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.

Post-Acquisition Organizational Structure

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

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

Events & 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 & 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 online 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% 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 fueled 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 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 online audience of over 1M+ 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 $4,000,000, subject to working capital adjustments. The cash payment will be comprised of (i) an initial deposit of $200,000 paid upon signing of the Definitive Agreement; (ii) a cash payment equal to $2,300,000 payable at the time of closing; and (ii) a promissory note in the aggregate principal amount of $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. 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.

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.

About EarthLabs Inc.

EarthLabs Inc. (TSXV: SPOT) (OTCQX: SPOFF) 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 SaaS tools and services.

For further information please contact:

Denis Laviolette
Executive Chairman and CEO
EarthLabs Inc.
Tel: 647-345-7768
Email: investors@earthlabs.com

Neither the TSX Venture Exchange (“TSXV”), OTC Best Market “(OTCQX”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement on Forward-Looking Information

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This news release contains forward-looking information which involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the proposed completion of the acquisition of the TNM Group as currently proposed or at all, the Company’s objectives, goals or future plans, statements regarding future plans, and the Company’s expectations regarding future monthly users, pageviews, growth and future plans with respect to the TNM Group. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, capital and operating costs varying significantly from estimates, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, factors effecting the Company’s investees such as the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required regulatory, governmental, environmental or other project approvals, failure to satisfy the closing conditions set forth in the Definitive Agreement including receipt of all applicable regulatory approvals, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.