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EarthLabs Announces Vertical Amalgamation

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EarthLabs Inc. (TSXV: SPOT) (OTCQX: SPOFF) has completed a vertical short form amalgamation with its wholly-owned subsidiary, DigiGeoData Inc., effective February 1, 2025. The corporate restructuring aims to simplify the company's structure and reduce administrative costs.

The amalgamation involves no issuance of new securities, and EarthLabs' share capital remains unchanged. While the subsidiary's shares will be cancelled, EarthLabs will assume all its assets, liabilities, and obligations. The company confirms that this reorganization will not significantly impact its business operations, and its shares will continue trading on the TSX Venture Exchange.

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Positive

  • Administrative cost reduction through corporate structure simplification
  • No shareholder dilution as no new shares will be issued

Negative

  • None.

News Market Reaction 1 Alert

-0.62% News Effect

On the day this news was published, SPOFF declined 0.62%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Toronto, Ontario--(Newsfile Corp. - February 3, 2025) - EarthLabs Inc. (TSXV: SPOT) (OTCQX: SPOFF) (FSE: 8EK0) ("EarthLabs" or the "Company") is pleased to announce that effective as of 12:01 a.m. (EST) on February 1, 2025, it has completed a vertical short form amalgamation with its wholly-owned subsidiary, DigiGeoData Inc. (the "Subsidiary").

The amalgamation of the Company and its Subsidiary was undertaken in order to simplify the corporate structure of the Company and to reduce administrative costs.

No securities of EarthLabs will be issued in connection with the amalgamation and EarthLabs's share capital will remain unchanged. All of the issued and outstanding shares of the Subsidiary will be cancelled, and the assets, liabilities and obligations of the Subsidiary will be assumed by EarthLabs. The amalgamation will not have any significant effect on the business and operations of EarthLabs and the shares of EarthLabs will continue to be listed on the TSX Venture Exchange.

About EarthLabs Inc.

EarthLabs Inc. (TSXV: SPOT) (OTCQX: SPOFF) (FSE: 8EK0) is a mining investment, technology, and media 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 including CEO.CA, The Northern Miner, MINING.COM, and Canadian Mining Journal.

For further information please contact:

Denis Laviolette
Executive Chairman and CEO
EarthLabs Inc.
Tel: 647-345-7720
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

This news release contains certain forward-looking statements and forward-looking information within the meaning of applicable securities law. Such forward-looking statements and information include, but are not limited to, statements with respect to the business and assets of EarthLabs and its strategy going forward.

Forward-looking statements and information are frequently characterized by words such as "plan", "project", "intend", "believe", "anticipate", "estimate", and other similar words, or statements that certain events or conditions "may" or "will" occur. Although the Company's management believes that the assumptions made and the expectations represented by such statement or information are reasonable, there can be no assurance that a forward-looking statement or information referenced herein will prove to be accurate. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/239208

FAQ

What is the purpose of EarthLabs' (SPOFF) vertical amalgamation with DigiGeoData?

The vertical amalgamation aims to simplify EarthLabs' corporate structure and reduce administrative costs.

Will EarthLabs (SPOFF) issue new shares for the February 2025 amalgamation?

No, EarthLabs will not issue any new securities in connection with the amalgamation, and the share capital will remain unchanged.

How will the February 2025 amalgamation affect EarthLabs' (SPOFF) business operations?

The amalgamation will not have any significant effect on EarthLabs' business and operations, and shares will continue trading on the TSX Venture Exchange.

What happens to DigiGeoData's assets and liabilities after the EarthLabs (SPOFF) amalgamation?

All assets, liabilities, and obligations of DigiGeoData will be assumed by EarthLabs, while the subsidiary's shares will be cancelled.
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