/NOT FOR DISTRIBUTION TO UNITED
STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TORONTO, Nov. 20,
2023 /CNW/ - Spitfyre Capital Inc. ("Spitfyre"
or the "Corporation") (TSXV: FYRE.P), a capital pool company
listed on the TSX Venture Exchange (the "Exchange" or the
"TSXV"), and NeoTerrex Corporation ("NeoTerrex") are
pleased to announce that the Exchange has conditionally approved
the previously announced proposed business combination between the
Corporation, NeoTerrex and 15363497 Canada Inc., a wholly-owned
subsidiary of the Corporation ("Subco") by way of an arm's
length reverse-takeover transaction (the "Transaction"). The
Transaction remains subject to the final approval of the Exchange
and satisfaction of closing conditions customary for the
transaction of this nature. Pursuant to the terms of the
Transaction, NeoTerrex and Subco will amalgamate to form an
amalgamated entity ("Amalco"), which will continue as a
wholly-owned subsidiary of the Corporation (the "Resulting
Issuer"). The Transaction will constitute the Corporation's
Qualifying Transaction (as such term is defined in Policy 2.4 –
Capital Pool Companies of Corporate Finance Manual of the
Exchange).
In connection with the Transaction, the Corporation has filed
its filing statement dated November 14,
2023 (the "Filing Statement") on the Corporation's
SEDAR+ profile. Investors are encouraged to review the Filing
Statement on the Corporation's SEDAR+ profile at www.sedarplus.ca,
as well as the press releases of the Corporation dated October 5, 2023 and October 24, 2023. The Filing Statement provides
detailed information about, among other things, the Transaction,
NeoTerrex, and the Resulting Issuer.
Assuming all conditions are satisfied, the Corporation and
NeoTerrex anticipate closing of the Transaction to occur on or
around December 15, 2023, and that
trading of the Resulting Issuer's common shares will commence
shortly thereafter. The Corporation will issue a further press
release once the Exchange issues its bulletin announcing its final
approval of the Transaction and the date that trading of the common
shares of the Resulting Issuer is expected to commence on the
Exchange. The Resulting Issuer's trading symbol will be "NTX".
In connection with the Transaction, the Corporation will change
its name to "NeoTerrex Incorporated", or such other name as agreed
to by the Corporation and NeoTerrex and acceptable to each
government authority having jurisdiction.
Completion of the Transaction is subject to a number of
conditions including, but not limited to: (a) receipt of any
required regulatory and shareholder approvals of NeoTerrex; (b)
acceptance of the Transaction as the Corporation's Qualifying
Transaction by the Exchange; (c) release of the escrowed proceeds
to the Corporation and NeoTerrex pursuant to the concurrent
financing of the Corporation and NeoTerrex, the closing of which is
expected to be on or around November 23, 2023; and (d) the approval
of the amalgamation of NeoTerrex by the shareholders of NeoTerrex;
and (e) the receipt of approval for the listing of the common
shares of the Resulting Issuer by the Exchange, all subject to the
completion of the Transaction. There can, however, be no assurance
that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing
Statement, any information released or received with respect to the
Transaction may not be accurate or complete and should not be
relied upon.
Trading in securities of a capital pool company should be
considered highly speculative. Shares of the Corporation are
currently halted from trading on the Exchange, and trading is not
expected to resume until after closing of the Transaction.
ABOUT SPITFYRE
Spitfyre is a capital pool company that has not commenced
commercial operations and has no assets other than cash. Except as
specifically contemplated in the Exchange's CPC Policy, until the
completion of its qualifying transaction, Spitfyre will not carry
on business, other than the identification and evaluation of
businesses or assets with a view to completing a proposed
qualifying transaction.
ABOUT NEOTERREX
NeoTerrex is a private company incorporated under the Canada
Business Corporations Act. It is currently advancing its
prospective rare earths and lithium projects located in the
province of Quebec, with most of
its activities focused on its Mount Discovery project (the
"Mount Discovery Project").
NeoTerrex owns a 100% undivided interest in certain mineral
claims located in southwestern Quebec constituting the Mount Discovery
Project. The property was acquired due to its rare earth elements
potential. Concurrent with the filing of the Filing Statement,
NeoTerrex prepared and filed a Technical Report on the Mount
Discovery Project ("Mount Discovery Technical Report"),
which is now posted under Spitfyre's profile on SEDAR+ at
www.sedarplus.ca. NeoTerrex plans to initiate a follow-up
exploration program on the Mount Discovery Project based on the
recommendations in the Mount Discovery Technical Report. NeoTerrex
also has a 100% interest in two other projects deemed prospective
for rare earths. No work to date has been undertaken on these
properties.
Neither the 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 Exchange has in no way passed upon
the merits of the Transaction and has neither approved nor
disapproved the content of this press release.
The information contained or referred to in this press
release relating to NeoTerrex has been furnished by NeoTerrex.
Although Spitfyre has no knowledge that would indicate that any
statement contained herein concerning NeoTerrex is untrue or
incomplete, neither Spitfyre nor any of its respective directors or
officers assumes any responsibility for the accuracy or
completeness of such information.
The information in this news release includes certain
information and statements about management's view of future
events, expectations, plans and prospects that constitute forward
looking statements, including statements relating to the completion
of the Transaction and the timing thereof, the proposed business of
the Resulting Issuer on completion of the Transaction, the proposed
listing for trading of the Resulting Issuer common shares,
shareholder, director and regulatory approvals, and future press
releases and disclosure. 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
Filing Statement 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 a capital pool company should be
considered highly speculative.
Forward-Looking Information Cautionary Statement
This release includes forward-looking information
("forward-looking information") within the meaning of Canadian
securities laws regarding Spitfyre, Subco, Amalco, NeoTerrex, the
Resulting Issuer, including statements regarding the timing of the
expected completion of the Transaction, the completion of the
Transaction, the final approval of the Exchange, satisfaction of
closing conditions customary for a transaction of this nature, the
name change, future press releases and disclosure, and the trading
of the Resulting Issuer's common shares. These statements are based
upon assumptions that are subject to significant risks and
uncertainties. Because of these risks and uncertainties and as a
result of a variety of factors, the actual results, expectations,
achievements or performance of each of Spitfyre and NeoTerrex may
differ materially from those anticipated and indicated by these
forward looking statements. Although each of Spitfyre and NeoTerrex
believes that the expectations reflected in forward-looking
information herein are reasonable, there may be other factors that
cause actions, events or results to differ from those anticipated,
estimated or intended and they can give no assurances that the
expectations of any forward-looking information herein will prove
to be correct. Except as required by law, each of Spitfyre and
NeoTerrex disclaims any intention and assume no obligation to
update or revise any forward looking statements herein to reflect
actual results, whether as a result of new information, future
events, changes in assumptions, changes in factors affecting such
forward looking statements or otherwise.
SOURCE Spitfyre Capital Inc.