EarthLabs Announces Adoption of Advance Notice By-Law

Toronto, Ontario--(Newsfile Corp. - March 8, 2024) -  EarthLabs Inc. (TSXV: SPOT) (OTCQX: SPOFF) ("EarthLabs" or the "Company") announces that it has adopted an "Advance Notice By-law" that requires advance notice be given to the Company when director nominations are made by shareholders other than through a request for a meeting or through a shareholder proposal, in each case in accordance with the Canada Business Corporations Act (the "Act").

The Advance Notice By-law provides a clear process for shareholders to follow for director nominations, and will help ensure that all shareholders receive adequate notice and information about director nominees in order to exercise their voting rights in an informed manner. The Advance Notice By-law is similar to the advance notice by-laws adopted by many other Canadian public companies.

Among other things, the Advance Notice By-law fixes deadlines by which shareholders must notify the Company of director nominations prior to any annual or special meeting of shareholders where directors are to be elected. It also sets forth the information about the proposed nominee that a shareholder must include in the notice for it to be valid.

In the case of an annual shareholder meeting, notice to the Company must be given not less than 30 days prior to the date of the annual meeting nor more than 65 days before the date of such meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the first public announcement of the meeting's date, notice may be given not later than the close of business on the 10^th day following such announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be given not later than the close of business on the 15^th day following the first public announcement of the date of the special meeting.

The Advance Notice By-law also prescribes the proper written form for a shareholder's notice and provides that the Company's Board of Directors may, in its sole discretion, waive any requirement under these provisions. The Advance Notice By-law is effective immediately and will be placed before shareholders for approval, confirmation and ratification at the next Annual and Special Meeting of Shareholders of the Company (the "Meeting"). Pursuant to the provisions of the Act, the Advance Notice By-Law will cease to be effective unless it is approved, ratified and confirmed by a resolution adopted by a majority of the votes cast by the shareholders of the Company at the Meeting.

About EarthLabs Inc.

EarthLabs Inc. (TSXV: SPOT) (OTCQX: SPOFF) 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.

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") 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.

Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking statements within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the ratification by shareholders of the Advance Notice By-Law. Often, but not always, these forward looking statements can be identified by the use of words such as "estimate", "estimates", "estimated", "potential", "open", "future", "assumed", "projected", "used", "detailed", "has been", "gain", "upgraded", "offset", "limited", "contained", "reflecting", "containing", "remaining", "to be", "periodically", or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.

Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. Such uncertainties and factors include, among others, failure of shareholders to ratify the Advance Notice By-Law and such other risks detailed from time to time in the Company's filings with securities regulators and available under the Company's profile on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.

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