/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER
U.S. NEWSWIRES./
OTTAWA,
ON, Dec. 22, 2023 /CNW/ - NeoTerrex Minerals
Inc. (formerly, Spitfyre
Capital Inc.) (TSXV: FYRE.P)
("NeoTerrex" or the "Company") is
pleased to announce that, further to its comprehensive press
release dated October 5, 2023, it has
completed the acquisition (the "Transaction") of
all of the issued and outstanding securities of NeoTerrex
Corporation (the "Target"), a private
company incorporated under the Canada Business Corporation
Act. Subject to receiving final approval from the TSX
Venture Exchange (the "TSXV"), the Company Shares (as
defined herein) are expected to commence trading on the TSXV under
the ticker symbol "NTX" on or about January
3, 2024.
The Transaction constitutes the Company's "Qualifying
Transaction" (as defined by Policy 2.4 – Capital Pool
Companies of the TSXV) and was completed according to the terms
of an amalgamation agreement dated October
4, 2023 (the "Amalgamation Agreement"), pursuant to
which, among other things, the Company acquired all of the issued
and outstanding securities of the Target
by way of a three-cornered amalgamation with a wholly-owned subsidiary
of the Company under the Canada Business Corporations Act.
In connection with the completion of the Transaction, the TSXV has
conditionally approved the listing of the issued and outstanding
common shares of the Company (the "Company Shares").
Prior to the completion of the Transaction, the Company: (i)
completed a continuance from a corporation incorporated under the
Business Corporations Act (Ontario) to a corporation continued under the
Canada Business Corporations
Act; and (ii) changed
its name from "Spitfyre Capital
Inc." to "NeoTerrex Minerals Inc.".
Pursuant to the Amalgamation Agreement, the issued and
outstanding common shares of the
Target ("Target Shares") were exchanged
for Company Shares
on a 1:1 basis in connection with the
Transaction. Pursuant to the Transaction: (i) an aggregate of
72,305,668 Company Shares were issued in exchange for the
outstanding Target Shares (which includes the Target Shares issued
upon the conversion of Target Subscription Receipts, as defined
herein); (ii) warrants exercisable to acquire 4,019,000 Company
Shares (the "Company Warrants") were issued in
exchange for the outstanding Target Share purchase warrants of
the Target (the "Target Warrants") (which were issued upon
conversion of the Unit Subscription Receipts); and (iii) broker
warrants exercisable to acquire 4,103,425 Company Shares were
issued in exchange for the outstanding broker warrants of the
Target (the "Broker Warrants") (which includes the Broker
Warrants issued upon conversion of the Target Subscription
Receipts).
As disclosed in the Company's press release dated November 23, 2023, the Company and the Target
completed a brokered private placement (the "Subscription
Receipt Financing") led by iA Private
Wealth Inc. (the "Lead Agent"), as lead
agent, along with
Canaccord Genuity Corp. as agent (together with the Lead Agent, the "Agents"),
in connection with the issue and sale of: (i) 8,038,000 unit
subscription receipts of the Target (the "Unit Subscription
Receipts"); (ii) 4,523,668 flow-through subscription receipts
of the Target (the "FT Subscription Receipts", and
together with the Unit Subscription Receipts, the "Target
Subscription Receipts"); and (iii) 600,000 subscription
receipts of the Company (the "Company Subscription
Receipts", and together with the Target Subscription Receipts,
the "Subscription Receipts").
Prior to the completion of the Transaction, each of: (i)
the 8,038,000 Unit Subscription Receipts were
automatically converted into one Target Share and one-half of one
Target Warrant; (ii) the 4,523,668 FT Subscription Receipts were
automatically converted into one Target Share issued on a
flow-through basis; and (iii) the 600,000 Company Subscription
Receipts were automatically converted into one Company Share and
one-half of one Company Warrant. Each such Target Share and whole
Target Warrant was exchanged pursuant to the Transaction for one
Company Share and one equivalent Company Warrant, respectively. In
connection with the conversion of the Subscription Receipts into
underlying securities, the Agents were issued (i) by the Target,
339,275 Broker Warrants exercisable into Target Shares at an
exercise price of $0.30 per share;
(ii) by the Target, 467,850 Broker Warrants exercisable into Target
Shares at an exercise price of $0.25
per share; and (ii) by the Company, 45,000 broker warrants
exercisable into Company Shares at an exercise price of
$0.25 per share. The escrowed
proceeds derived from the Subscription Receipt Financing, less the
fees paid to the Agents in connection with the Agents' services
rendered in connection with the Subscription Receipt Financing and
other applicable deductions, were released in accordance with the
provisions of the applicable subscription receipt agreements that
governed the Target Subscription Receipts and the Company
Subscription Receipts.
Following the Transaction, the leadership team of the Company is as follows:
- Mathieu Stephens – President,
Chief Executive Officer and Director
- Vatché Tchakmakian – Chief Financial Officer and Corporate
Secretary
- Dale Burstall – Director
- Alastair Neill – Director
- Rajesh Sharma – Director
- Denis Pilon – Director
As described in the Company's filing statement dated
November 14, 2023 (the "Filing
Statement"), prepared in connection with the Transaction and in
accordance with Policy 2.4 of the TSXV, certain of the Company
Shares are subject to escrow requirements or seed share resale
restrictions in accordance with TSXV Policy 5.4 - Escrow, Vendor
Considerations and Resale Restrictions. Additional information
related to the Company's business, the Subscription Receipt
Financing and the Transaction (including the members of the
management team and board of directors listed above)
is available in the Filing
Statement. The Filing
Statement is available under the Company's profile
on SEDAR+ at www.sedarplus.ca. Readers are encouraged to review the
Filing Statement for full details on the Transaction.
In connection with the Transaction and the Subscription
Receipt Financing, DS Lawyers
Canada LLP acted as legal
counsel to the Target, Gowling
WLG (Canada) LLP
acted as legal counsel
to the Company, and Peterson McVicar LLP acted
as legal counsel to the Agents in relation to the Subscription
Receipt Financing.
About NeoTerrex Minerals
Inc.
The Company, through its wholly-owned subsidiary NeoTerrex
Corporation (the "Subsidiary"), 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"). The Subsidiary 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.
The TSXV has in no way passed upon the merits
of the Transaction and has neither
approved nor disapproved the contents of this press
release.
Neither the 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 press
release.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains information and statements that
constitute "forward-looking information". Such forward-looking
information involve known and unknown risks, uncertainties and
other factors that may cause the Company's actual results,
performance or achievements, or developments to differ materially
from the anticipated results, performance or achievements expressed
or implied by such forward-looking information.
Although the Company believes, in light of the experience of
its officers and directors, current conditions and expected future
developments and other factors that have been considered
appropriate that the expectations reflected in this forward-looking
information are reasonable, undue reliance should not be placed on
them because the Company can give no assurance that they will prove
to be correct. When used in this press release, the words
"estimate", "project", "belief", "anticipate", "intend", "expect",
"plan", "predict", "may" or "should" and the negative of these
words or such variations thereon or comparable terminology are
intended to identify forward-looking information. The
forward-looking information in this press release include:
information relating to timing for the commencement of trading of
the Company Shares on the TSXV; the Company's receipt of the final
approval of the TSXV; and the exploration of the Mount Discovery
Project and other projects and prospects thereof. Such statements
and information reflect the current view of the Company. By their
nature, forward-looking information involve known and unknown
risks, uncertainties and other factors that may cause the actual
results and future events to differ materially from those expressed
or implied by such forward-looking information.
The forward-looking information contained in this news release represents the expectations of the
Company as of the date of this news release and, accordingly, are
subject to change after such date. Readers should
not place undue
importance on forward-looking information and should
not
rely upon this information as of any other date.
Except as required by applicable securities laws, forward-looking
information contained herein speak only as of the date on which
they are made and the Company undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events, or otherwise.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any
securities in the United States.
The Company's securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act") or any state securities laws and may
not be offered or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
SOURCE Spitfyre Capital Inc.