Spire Global, Inc. Completes Acquisition of exactEarth Ltd.

November 30, 2021

Spire Global, Inc. has successfully completed its previously announced acquisition of exactEarth Ltd. (TSX: XCT) (“exactEarth”), a leading provider of global maritime vessel data for ship tracking and maritime situational awareness solutions, by way of a plan of arrangement (the “Arrangement”), following the completion of all closing conditions. The Arrangement, which was announced on September 14, 2021, was approved by exactEarth’s shareholders at a special meeting held on November 18, 2021 and exactEarth obtained a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement on November 22, 2021. 

Under the terms of the transaction, Spire acquired all of the outstanding common shares of exactEarth (the “Shares”) through its wholly-owned indirect subsidiary Spire Global Canada Acquisition Corp. (the “Purchaser”) for CAD$2.5009 (approximately US$1.9592, based on the Bank of Canada’s CAD/USD exchange rate of 0.7834 on November 29, 2021) in cash and 0.1 share of Spire Class A common stock for each Share held. With the completion of the acquisition, exactEarth common shares will be de-listed from the Toronto Stock Exchange as of the close of trading on or about December 2, 2021.

“We are excited to welcome the exactEarth team to the Spire family. Together, we will continue to drive the digitalization of the maritime industry through providing our customers with innovative, actionable data solutions that have meaningful impact on businesses, society, and the planet,” said Peter Platzer, Spire’s Chief Executive Officer.

Now that the acquisition is complete, Spire will work with the exactEarth team to ensure a seamless experience for exactEarth’s 150+ customers, representing approximately $18 million in ARR. During Spire’s Q3 2021 earnings call, the Company gave guidance for its 2021 year-end of $48.6 million to $52.0 million in ARR and a range of 225 to 242 ARR solution customers. This guidance did not factor in the transaction. Over the coming months, the two teams will also be focusing on fostering a smooth transition for exactEarth’s experienced sales and product development team as well as the rapid integration of exactEarth’s historical database to accelerate artificial intelligence- and machine learning- driven product development.

“Our team has always strived to stay at the forefront of the maritime industry, providing our customers with timely data insights to best manage their businesses and missions,” said Peter Mabson, exactEarth’s Chief Executive Officer. “​Joining forces with Spire significantly extends our reach within the maritime industry and will allow us to offer a wider and richer set of advanced data and analytics to our customers around the world. We believe Spire’s fully-deployed constellation, expertise across multiple verticals, and cutting-edge proprietary technology position us well for growth sitting at the crest of the new space economy.”

exactEarth is now a fully-owned subsidiary of Spire and will continue to operate from Cambridge, Ontario, Canada under the leadership of Mr. Mabson, reporting directly to Mr. Platzer. As such, exactEarth will submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate exactEarth’s public reporting requirements.

The full impact of the transaction will be reflected in the guidance provided for FY 2022 during Spire’s Q4 2021 earnings call.