International Bethlehem Mining Corp. Announces Non-Binding Letter of Intent for Proposed Business Combination with Predxion Media
Vancouver, British Columbia--(Newsfile Corp. - January 21, 2026) - International Bethlehem Mining Corp. (TSXV: IBC.H) (the "Company"or "IBC") is pleased to announce that it has entered into a non-binding letter of intent ("LOI") with Predxion, Inc. ("Predxion Media"), a private arm's length AI-driven media intelligence and data platform company existing under the laws of Delaware. Pursuant to the LOI the parties intend to complete a business combination transaction (the "Transaction") by way of share exchange, merger or alternate structure to form the resulting issuer which will carry on the operating business of Predxion Media. The Transaction is expected to constitute a reverse takeover under the policies of the TSX Venture Exchange ("TSXV").
About Predxion Media
Predxion Media is an AI-driven data intelligence platform designed to help brands connect more effectively with their audiences by unifying media planning, creative execution, performance optimization, and live experiential data through a single intelligence layer.
Predxion Media's proprietary platform (the Predxion Engine) continuously analyzes a large number of data points generated from media interactions, content performance, audience engagement and real world live events. This closed-loop system enables faster decision-making, smarter execution, and compounding performance across media, creative, and live event ecosystems.
Predxion Media's platform combines:
- audience discovery and AI-driven strategy;
- cross-channel media execution;
- real-time reporting and optimization; and
- integration of real-world event data from collegiate sports, concerts, and branded live experiences
Strategic Rationale
IBC 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.
Key strategic benefits of the Transaction are expected include:
- entry into an AI-driven advertising technology platform with differentiated real-world data inputs;
- scalable acquisition strategy targeting tech-light, service-heavy regional agencies;
- valuation arbitrage opportunity converting service revenue into AI-enabled platform revenue; and
- clear post-listing growth roadmap including acquisitions, platform expansion.
The Transaction
While the LOI dated January 9, 2026 is non-binding, the parties currently contemplate that the Transaction will include:
- a business combination by way of share exchange, merger or alternative structure resulting in Predxion Media becoming the operating business of the combined entity;
- reconstitution of the board of directors and management of IBC to include nominees of Predxion Media including Tyler Ervin. See Mr. Ervin's biography below;
- a concurrent or subsequent financing to fund acquisitions, platform expansion, and working capital, the terms and conditions of which will be determined based on the market conditions at the time of financing; and
- completion of customary due diligence, definitive documentation, and receipt of all required regulatory and TSXV approvals.
Tyler Ervin.Predxion Media is led by Tyler Ervin, Managing Director, who brings more than 15 years of experience in advertising technology, programmatic media, and media automation. Mr. Ervin previously held senior roles in venture-backed AdTech companies and helped launch the proprietary programmatic trading platform at MDC Partners (now Stagwell Inc., NASDAQ: STGW).
The Transaction remains subject to the completion of customary due diligence, the negotiation and execution of definitive agreements, the receipt of all required regulatory and TSXV approvals, any required shareholder approvals and the completion of any required financing. There can be no assurance that the Transaction will be completed as proposed or at all.
A more comprehensive news release will be issued by the Company disclosing details of the Transaction, including financial information respecting Predxion Media, further details regarding the subsequent or concurrent financing, the names and backgrounds of all persons who will be directors and/or officers of the Company upon completion of the Transaction, information respecting sponsorship and any required shareholder approvals, once certain conditions have been met, including:
- approval of the Transaction by the boards of directors of the Company and Predxion Media;
- satisfactory completion of due diligence by both parties; and
- execution of a formal agreement definitive agreement setting out the Transaction.
In the event a final definitive agreement is not reached, the Company will notify shareholders via news release. Trading in the common shares of the Company will remain halted and is not expected to resume until the Transaction is completed or until the TSXV receives the requisite documentation to resume trading.
Previous Proposed Transaction
The previously announced proposed transaction with InGreen Systems Corp., has expired as of December 31, 2024.
About International Bethlehem Mining Corp.
International Bethlehem Mining Corp. is a Vancouver, Canada-based company transitioning into the technology sector, focused on applied artificial intelligence. We target scalable AI solutions and partnerships that improve decision-making and operational performance in real-world markets. Our approach is disciplined, transparent, and built for long-term value creation.
On behalf of the Board of Directors of
International Bethlehem Mining Corp.
Peter Berdusco
President, CEO
Forward-Looking Information
This press release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as "plan", "expect", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements are based on the current expectations, estimates and projections of management and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Forward-looking statements in this news release include, but are not limited to, statements regarding the Transaction, including its anticipated structure, the expectation that it will constitute a reverse takeover under TSXV policies, the Company carrying on the operating business of Predxion Media, the anticipated benefits and strategic rationale of the Transaction, the proposed reconstitution of the Company's board and management, the completion of any related financing and the use of proceeds thereof, the Company issuing a comprehensive news release, the shares of the Company remaining halted, and the timing and ability of the parties to complete due diligence, negotiate and enter into definitive agreements and obtain all required regulatory, TSXV and shareholder approvals. Forward-looking information is not based on historical facts but rather reflects management's expectations, estimates or projections regarding future events, results or performance based on assumptions that management believes to be reasonable as of the date hereof. These assumptions include, among other things, the ability of the parties to complete due diligence, negotiate and execute definitive agreements, satisfy closing conditions, obtain required approvals, and successfully integrate the business of Predxion Media following completion of the Transaction.
Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves significant risks and uncertainties, and undue reliance should not be placed on such forward-looking information. Factors that could cause actual results to differ materially include, but are not limited to, the risk that the Transaction is not completed on the terms contemplated or at all, changes in market conditions, financing risks, regulatory and TSXV approval risks, the risk that shareholder approval (if required) may not be obtained, integration risks, and other risks described in the Company's continuous disclosure filings available under the Company's profile on SEDAR+. The Company undertakes no obligation to update or revise any forward-looking information except as required by applicable securities laws. Readers are cautioned not to place undue reliance on forward-looking information.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of IBC should be considered highly speculative.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281141
Source: International Bethlehem Mining Corp.
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