• ALS Limited acquires EarthLab's GoldSpot consulting group alongside Ridgeline and Geotic for total cash proceeds of $24,000,000 and the assumption of $6,000,000 in assumed liabilities
• Sale reduces R&D costs and G&A expenses by approximately 70% year over year, creating a leaner, autonomous product portfolio of tech driven mineral exploration and financial tools
• Upon closing, EarthLabs will have approximately $53,700,000 in cash, securities and equity investment, royalties and royalty options on 21 projects and a product portfolio including Resource Quantamental, CEO.CA and DigiGeoData
• Technology portfolio strongly positioned to stimulate venture financing and ore discovery

Toronto, Ontario--(Newsfile Corp. - October 25, 2022) - EarthLabs Inc. (TSXV: SPOT) (OTCQX: SPOFF) ("EarthLabs" or the "Company"), a leading technology company leveraging artificial intelligence and data science to transform the mineral discovery process, announced today that it has entered into an agreement dated October 25, 2022 (the "Definitive Agreement") to sell the Company's exploration consulting & technology division ("ExplorTech Division") to 1377900 BC Ltd. (the "Purchaser"), a wholly owned subsidiary of ALS Limited (ASX: ALQ) (the "Transaction"). Headquartered in Brisbane, ALS Limited is the largest provider of laboratory testing, inspection, certification and verification solutions with more than 18,000 employees worldwide.

"Today's announcement solidifies our commitment to acquire, manage and monetize market-leading technology businesses," said Denis Laviolette, Executive Chairman and President. "We founded the Company with the vision for a money ball approach to mining investing and with our recent acquisitions, we have a tremendous opportunity to deploy our model, with new tools and platforms we didn't have before that will advance our offerings. The GoldSpot consultancy was originally formed to finance the development of in-house technologies, make discoveries, grow capital and acquire businesses. The sale of our ExplorTech consulting toolbox will accelerate the construction of our leaner, capital-light and more automatable product licensing portfolio with a significantly larger total addressable market."

Terms of the Transaction

The ExplorTech Division includes the Company's GoldSpot Discoveries consulting group alongside Ridgeline Exploration Services Inc. ("Ridgeline Exploration") and Geotic Inc. ("Geotic"). The Company will receive aggregate cash proceeds of $24,000,000 and ALS will assume $6,000,000 in liabilities of the Company, subject to working capital adjustments. In connection with the Transaction, (i) the parties shall enter into a transition services agreement which shall provide for a timely and efficient transfer of the ExplorTech Division's operations; and (ii) certain specified employees of EarthLabs shall execute a non-competition and non-solicitation agreement with the Purchaser. The Definitive Agreement may be terminated by either party in certain specified circumstances.

The Transaction is subject to customary closing conditions including the receipt of all applicable director, shareholder, third party and regulatory approvals, including the approval of the TSX Venture Exchange, and is currently expected to close by December 31, 2022.

A New Data Frontier

EarthLabs (Formerly GoldSpot Discoveries Corp.) was formed in 2016 as a first-of-its-kind quant shop and tech incubator using artificial intelligence ("AI") and machine learning to identify patterns necessary to fingerprint geophysical, geochemical, lithological and structural traits that correlate to mineralization.

This concept birthed EarthLabs' financial technology division anchored by Resource Quantamental ("RQ"), its flagship investment decision model, using algorithms to stake acreage, acquire projects and royalties, and invest in public vehicles to create a portfolio of assets with the greatest reward to risk ratio. The concept also led to the creation of the ExplorTech Division, the first of its kind to deploy innovative, geological and geostatistical workflows, both data-driven and knowledge, to examine the entire value exploration chain with a brand-new perspective. Throughout the years, the Company's consultancy has evolved into an exploration technology industry-leader and grew with the acquisitions of Ridgeline Exploration and Geotic.

In October 2021, EarthLabs closed on its acquisition of CEO.CA Technologies Ltd. ("CEO.CA") and in February 2022, it completed the acquisition of DigiGeoData Inc. ("DigiGeoData"), reaffirming its core commitment to acquire licensable software products and build robust and recurring revenue streams.

The sale of the ExplorTech Division brings EarthLabs back to its core strength of incubating technology companies and products; creating, acquiring, managing, and monetizing market-leading technology businesses to stimulate upstream mining industry company successes of venture financing and ore discovery.

Assets Bolster Core Capabilities, Platform to Transform the Mineral Exploration Sector

Moving forward, EarthLabs will house all investments and royalties acquired to date, as well as 100%-ownership in Resource Quantamental, CEO.CA and DigiGeoData. EarthLabs will concentrate its efforts in advancing the Company's geo data management and financial technology, democratizing information and data in the highly inefficient mining sector.

Upon closing of the Transaction, EarthLabs will oversee the following portfolio businesses:

• Investment and Royalty Portfolio
  • Approximately $53,700,000 cash and Investments including EarthLabs' 27.5% equity investment of Golden Planet Mining Corp. ("Golden Planet"), with a fair market value of $16,240,000.
  • EarthLabs holds net smelter return royalties ("NSR") and options to acquire NSRs on 21 properties, making it the largest royalty holder in Newfoundland with coverage of 2,489.52 km2.
  • The Company's NSR holdings include an average 0.5% NSR covering New Found Gold Corp's (TSXV: NFG) Queensway Project and a 0.5% NSR covering Exploits Discovery's (CSE: NFLD) extensive ground package.

• Resource Quantamental (RQ)
  • The experimental arm of Earthlabs, creating a decision-engine for investments. RQ combines a traditional fundamental approach to investing, with AI-driven quantitative analysis to identify both short- and long-term opportunities. To maximize the chances of success, RQ combines different both data science and capital markets skillsets, and diverse datasets (geological data, market data, macroeconomic data, management data, insider data, company-specific data).
    
    
• CEO.CA
  • The leading community for investors & traders in junior resource & venture stocks. With over 9 million users and 18 million monthly page views, CEO.CA is one of the most active stock market dashboard and community for small-cap investors from over 164 countries to engage and learn with message boards, news, executive interviews, expert analysis and sector-driven content.
    
    
• DigiGeoData
  • A powerful digital mapping SaaS interface and mineral resource intelligence database company whose full suite of software and services includes DigiGeoAtlas, a SaaS based online GIS interactive mapping interface that spatially links and displays data from DigiGeoMaps and DigiGeoData. Atlas is offered as a free and paid subscription service with a full suite of seamless claim data, 43-101 reports, property and assets, geological layers, and additional features. DigiGeoData's maps provide an overview both on a global/country scale or a more focused regional basis.

Through the combination of RQ, CEO.CA and DigiGeoData, EarthLabs is now uniquely positioned to execute the Company's original platform expansion strategy to develop and license new tools and resources for the mining sector.

The evolution of CEO.CA and DigiGeoData will see the formation of a global financial trading and analysis platform, anchored in the mining space and powered through AI and big data. AI-powered investment insights, that have given the Company an edge in the marketplace since inception.

The recent addition of DigiGeoData brings new layers to investors including National Instrument 43-101 reports, drill hole and land package screeners, capital inflows/outflows, commodity heatmaps and much more. CEO.CA is the focal point for the Canadian small-cap market and is positioned to expand into the U.S. and European markets over the coming months launching new corporate filing search tools, enhanced investor/corporate chat mediums and new data visualizations alongside a thriving marketing program for corporate accounts.

About EarthLabs Inc.

EarthLabs Inc. (TSXV: SPOT) (OTCQX: SPOFF) is a technology company working to revolutionize the future of global mineral exploration with a full suite of data and knowledge-driven SaaS tools and services. EarthLabs represent a collection of industry-leading earth modelling, geology data management and specialized financial products that help both mining companies and mining investors make better decisions.

For further information please contact:

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

Neither the TSX Venture Exchange ("TSXV") 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 Company's objectives, goals and future plans, including the proposed completion of the Transaction and timing thereof, and the Company's future plans for its RQ, CEO.CA and DigiGeoData holdings. 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, the failure to obtain all requisite shareholder, director, regulatory and third party approvals, risk that the Transaction will not be completed as currently proposed or at all, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/141898