Int'l Bethlehem signs LOI to merge with Predxion Media

Executive Summary

• International Bethlehem Mining Corp. has entered into a non-binding Letter of Intent (LOI) to combine with Predxion Media, a private AI-driven media intelligence and data platform company.
• The transaction is expected to constitute a reverse takeover under TSX Venture Exchange policies, resulting in Predxion Media becoming the operating business of the combined entity.
• The deal involves a reconstitution of the board and management, including the appointment of Tyler Ervin as Managing Director, and anticipates a concurrent or subsequent financing for acquisitions and platform expansion.

Key Details

• Transaction Structure: Non-binding LOI dated January 9, 2026, for a business combination via share exchange, merger, or alternative structure.
• Target Company: Predxion Inc. (doing business as Predxion Media), a Delaware-based private company.
• Target Business: An AI-driven data intelligence platform ("Predxion Engine") that unifies media planning, creative execution, performance optimization, and live experiential data.
• Strategic Rationale: Transition into a technology-enabled media and data platform business; entry into an AI-driven advertising technology platform; scalable acquisition strategy targeting regional agencies; valuation arbitrage converting service revenue into AI-enabled platform revenue.
• Management Changes: Reconstitution of the board and management to include nominees of Predxion Media, specifically Tyler Ervin (Managing Director, 15+ years in adtech, former senior roles at MDC Partners/Stagwell).
• Financing: A concurrent or subsequent financing is contemplated to fund acquisitions, platform expansion, and working capital; terms to be determined based on market conditions at the time.
• Regulatory Status: Trading in International Bethlehem Mining Corp. shares remains halted and is not expected to resume until the transaction is completed or TSX-V receives requisite documentation.
• Previous Transaction: The previously announced proposed transaction with InGreen Systems Corp. expired on December 31, 2024.
• Conditions Precedent: Approval by boards of both companies, satisfactory completion of due diligence, execution of definitive agreements, receipt of regulatory/TSX-V approvals, and shareholder approvals.

Notable Quotes

• "International Bethlehem believes the transaction represents a compelling opportunity to transition into a technology-enabled media and data platform business aligned with strong global tailwinds supporting AI adoption, marketing automation and data-driven decision making."