FYRE.P Spitfyre Capital Inc

/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Oct. 5, 2023 /CNW/ - Spitfyre Capital Inc. ("Spitfyre") (TSXV: FYRE.P) a capital pool company as defined under Policy 2.4 – Capital Pool Companies ("CPC") of the TSX Venture Exchange (the "Exchange"), is pleased to announce that, further to its news release dated June 28, 2023, it has entered into a definitive amalgamation agreement dated October 4, 2023 (the "Amalgamation Agreement") with NeoTerrex Corporation ("NeoTerrex"). Pursuant to the Amalgamation Agreement, Spitfyre's wholly-owned subsidiary, 15363497 Canada Inc. ("Subco"), will amalgamate with NeoTerrex (the "Amalgamation") to complete Spitfyre's qualifying transaction (the "Transaction") in accordance with the policies of the Exchange.

In connection with the Amalgamation, it is intended that Spitfyre will be renamed to "NeoTerrex Incorporated" (the "Resulting Issuer"). The Transaction is subject to the receipt of all necessary regulatory and shareholder approvals required by applicable corporate law, including the approval of the Exchange, as well as the satisfaction of conditions to closing as set out in the Amalgamation Agreement. It is intended the Resulting Issuer will continue the business of NeoTerrex and be listed on the Exchange as a mining issuer, subject to Exchange approval.

NeoTerrex is a private company incorporated under the Canada Business Corporations Act ("CBCA"). 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, which was confirmed in 2022 with the discovery of rare earths occurrences over an area of 900m by 300m. Channel sampling results from the King showing expressed in Total Rare Earths Oxides (TREO)⁽¹⁾ are shown in the table below. NeoTerrex is in the process of completing a NI 43-101F1 Technical Report on the Mount Discovery Project ("Mount Discovery Technical Report") and will be posting this report under Spitfyre's profile on SEDAR+ at www.sedarplus.ca in connection with the Transaction. 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.

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NeoTerrex also owns a 100% undivided interest in three lithium projects also located within the province of Quebec. NeoTerrex has undertaken limited exploration on two of these projects. No work to date has been undertaken on the third project.

NeoTerrex has 59,744,000 common shares ("NeoTerrex Shares") issued and outstanding. Additionally, NeoTerrex has 3,296,300 broker warrants entitling the holder thereof to purchase NeoTerrex Shares issued and outstanding.

The Transaction will be carried out pursuant to the terms of the Amalgamation Agreement, a copy of which is, or shortly will be, filed on Spitfyre's SEDAR+ profile at www.sedarplus.ca. The below description of the terms of the Transaction and the Amalgamation Agreement is qualified in its entirety by reference to the full text of the Amalgamation Agreement.

Pursuant to the terms of the Amalgamation Agreement, at the effective time of the Amalgamation, NeoTerrex will amalgamate with Subco to form an amalgamated entity ("Amalco"), which will continue as a wholly-owned subsidiary of Spitfyre. In connection with the completion of the Amalgamation, each holder of NeoTerrex Shares shall exchange their NeoTerrex Shares for common shares in the capital of the Resulting Issuer ("Resulting Issuer Common Shares") on the basis of one (1) fully paid and non-assessable Resulting Issuer Common Share for every one (1) NeoTerrex Share held, for a deemed price of $0.25 per NeoTerrex Share.  

The Transaction itself is not subject to Spitfyre shareholder approval. Spitfyre intends to hold an annual and special meeting of its shareholders (the "Spitfyre Meeting") in October 2023 to approve certain matters related to the Transaction, including, among other matters, the:

• appointment, subject to the completion of the Transaction, of Raymond Chabot Grant Thornton LLP as the auditors of Spitfyre and the authorization of the board of directors of Spitfyre to fix the remuneration thereof;
• election of the directors of Spitfyre to hold office from the effective time of the completion of the Transaction;
• change in the name of Spitfyre from "Spitfyre Capital Inc." to "NeoTerrex Incorporated" or such other name as the board of directors of Spitfyre deems appropriate; and
• continuance of Spitfyre from a corporation incorporated under the laws of the Province of Ontario to a corporation continued under the CBCA (collectively, the foregoing approvals, the "Required Approvals").

Additional details regarding the annual and special meeting of the shareholders of Spitfyre will be available in a management information circular that is expected to be delivered to shareholders of Spitfyre. The Amalgamation will be approved by the sole shareholder of Subco by way of a written resolution. The Amalgamation will further require the approval of the shareholders of NeoTerrex.

In connection with the proposed Transaction, it is expected that 59,744,000 Resulting Issuer Common Shares will be issued to the holders of NeoTerrex Shares (not including NeoTerrex Shares issuable upon the conversion of Subscription Receipts (as defined below)). Based on the number of NeoTerrex Shares outstanding as of the date hereof, and assuming the exchange of each Subscription Receipt into underlying securities, it is expected that there would be a minimum of approximately 72,605,111 Resulting Issuer Common Shares and a maximum of approximately 75,494,000 Resulting Issuer Common Shares (assuming the full exercise of the Agent's Option (as defined below)) outstanding upon completion of the Transaction, on a non-diluted basis. On completion of the Transaction, the current shareholders of Spitfyre are expected to hold an aggregate of approximately 5,750,000 Resulting Issuer Common Shares, representing approximately 7.92% of the minimum number of Resulting Issuer Common Shares and approximately 7.62% of the maximum number of Resulting Issuer Common Shares (assuming the full exercise of the Agent's Option), the current shareholders of NeoTerrex would hold an aggregate of 59,744,000 Resulting Issuer Common Shares, representing approximately 82.29% of the minimum number of Resulting Issuer Common Shares and approximately 79.14% of the maximum number of Resulting Issuer Common Shares (assuming the full exercise of the Agent's Option), and investors in the Private Placement (as defined below) would hold an aggregate of a minimum of approximately 7,111,111 Resulting Issuer Common Shares and a maximum of approximately 10,000,000 Resulting Issuer Common Shares (assuming the full exercise of the Agent's Option), representing approximately 9.79% of the minimum number of Resulting Issuer Common Shares and approximately 13.25% of the maximum number of Resulting Issuer Common Shares.

The completion of the Amalgamation is conditional on obtaining all necessary regulatory and shareholder approvals in connection with the matters described above and other conditions customary for a transaction of this type. Spitfyre and NeoTerrex anticipate closing the Transaction in mid to late December 2023.

Based on the audited annual financial statements for NeoTerrex as at and for the years ended December 31, 2022 and 2021, and the unaudited interim financial statements for NeoTerrex for the six months ended June 30, 2023:

The financial information provided as at and for the period ended June 30, 2023 is derived from the unaudited interim financial statements of NeoTerrex for the six months ended June 30, 2023, which have not been reviewed by the auditors of NeoTerrex, and accordingly is subject to change.

Further financial information will be included in the filing statement to be prepared in connection with the Transaction.

Prior to the completion of the Transaction, NeoTerrex and Spitfyre are expected to complete a brokered private placement (the "Private Placement"), through iA Private Wealth Inc. as lead agent (the "Agent") with a syndicate of agents including Canaccord Genuity Corp., for aggregate gross proceeds of a minimum of $2,000,000 and a maximum of $2,000,000, subject to the Agent's Option, of (a) subscription receipts of NeoTerrex and/or Spitfyre (the "NeoTerrex CS Subscription Receipts" and the "Spitfyre CS Subscription Receipts", respectively, hereafter collectively referred to as the "CS Subscription Receipts"), at a price of $0.25 per CS Subscription Receipt, and (b) flow-through subscription receipts of NeoTerrex (the "NeoTerrex FT Subscription Receipts" and, together with the CS Subscription Receipts, the "Subscription Receipts"), at a price of $0.30 per NeoTerrex FT Subscription Receipt, provided that the aggregate gross proceeds from the sale of the NeoTerrex FT Subscription Receipts may not be greater than two times the aggregate gross proceeds from the sale of the CS Subscription Receipts. It is anticipated that the Agent will be granted an option, exercisable in whole or in part at the closing of the Private Placement, to increase the size of the Private Placement by up to an aggregate of $500,000 (the "Agent's Option").

The Subscription Receipts will be created and issued pursuant to the terms of subscription receipt agreements (the "Subscription Receipt Agreements") to be entered into among Computershare Trust Company of Canada, as subscription receipt agent (the "Subscription Receipt Agent"), NeoTerrex, Spitfyre and the Agent.

Each CS Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit comprised of, as applicable, (a) one NeoTerrex Share and one-half of one common share purchase warrant of NeoTerrex (each whole warrant, a "NeoTerrex Warrant") or (b) one common share in the capital of Spitfyre ("Spitfyre Share") and one-half of one common share purchase warrant of Spitfyre (each whole warrant, a "Spitfyre Warrant"), subject to adjustment in certain events, immediately before the completion of the Transaction upon the satisfaction or waiver of the Escrow Release Conditions (as to be defined in the Subscription Receipt Agreements) on or before December 31, 2023 (the "Escrow Release Deadline"). Each NeoTerrex Warrant will entitle the holder thereof to acquire one NeoTerrex Share at a price of $0.40 per NeoTerrex Share for a period of 24 months following the date of issuance thereof, subject to adjustment in certain events. Each Spitfyre Warrant will entitle the holder thereof to acquire one Spitfyre Share at a price of $0.40 per Spitfyre Share for a period of 24 months following the date of issuance thereof, subject to adjustment in certain events.

Each NeoTerrex FT Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, into one NeoTerrex Share issued on a flow-through basis under the Income Tax Act (Canada), subject to adjustment in certain events, immediately before the completion of the Transaction upon the satisfaction or waiver of the Escrow Release Conditions on or before the Escrow Release Deadline.

In consideration for their services in connection with the Private Placement, NeoTerrex will pay to the Agent a cash commission equal to 7.5% of the aggregate gross proceeds from the sale of the Subscription Receipts (including Subscription Receipts issued pursuant to the exercise of the Agent's Option), 50% of which commission will be paid on the closing date of the Private Placement with proceeds from the sale of NeoTerrex CS Subscription Receipts and NeoTerrex FT Subscription Receipts. The remaining 50% of the commission will be deposited in escrow. As additional consideration for the services of the Agent, concurrently with the exchange of the Subscription Receipts into underlying securities (if and when), NeoTerrex and Spitfyre will issue to the Agent warrants to purchase NeoTerrex Shares and/or Spitfyre Shares, as applicable, in an amount equal to 7.5% of the number of issued CS Subscription Receipts (including CS Subscription Receipts issued pursuant to the exercise of the Agent's Option), which warrants shall be exercisable at any time up to 24 months following the date of issuance thereof at a price of $0.25 per share (the "CS Broker Warrants"), and in an amount equal to 7.5% of the number of issued NeoTerrex FT Subscription Receipts (including NeoTerrex FT Subscription Receipts issued pursuant to the exercise of the Agent's Option), which warrants shall be exercisable at any time up to 24 months following the date of issuance thereof at a price of $0.30 per share ("NeoTerrex FT Broker Warrants", and together with the CS Broker Warrants, the "Broker Warrants"). A reduced cash commission equal to 3% is payable and a reduced number equal to 3% of Broker Warrants are issuable in respect of the sale of Subscription Receipts (including Subscription Receipts issued pursuant to the exercise of the Agent's Option) to purchasers identified by NeoTerrex or Spitfyre to the Agent up to a maximum aggregate total of $750,000 of the amount of the Private Placement. As further consideration for the services provided in connection with the Private Placement, NeoTerrex has agreed to pay iA Private Wealth Inc. a non-refundable work fee of $20,000 plus applicable taxes.

Upon closing of the Private Placement, the aggregate gross proceeds of the Private Placement, less 50% of the cash commission and less the full amount of the Agent's reasonable expenses incurred up to and as of the closing date of the Private Placement, will be deposited in escrow with the Subscription Receipt Agent pending satisfaction or waiver of the Escrow Release Conditions, in accordance with the provisions of the Subscription Receipt Agreements. All such reasonable expenses of the Agent will be paid out of proceeds from the sale of NeoTerrex CS Subscription Receipts and NeoTerrex FT Subscription Receipts. If the Escrow Release Conditions are not satisfied at or before the Escrow Release Deadline, each of the then issued and outstanding Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of Subscription Receipts an amount equal to the aggregate purchase price of the Subscription Receipts held by such holder plus an amount equal to the holder's pro rata share of any interest or other income earned on the escrowed funds (less applicable withholding tax, if any). To the extent that the escrowed funds are insufficient to refund such amounts to each holder of the Subscription Receipts of NeoTerrex, NeoTerrex shall be liable for and will contribute such amounts as are necessary to satisfy the shortfall.

It is intended that the net proceeds from the Private Placement will be used for the exploration and development of the Mount Discovery Project, claim renewal and maintenance cost, the identification and evaluation of future potential acquisitions of rare earth and lithium projects, the exploration and evaluation of NeoTerrex's other rare earth and lithium projects and general working capital following completion of the Qualifying Transaction.

Under the policies of the Exchange, the parties to the Transaction will be required to engage a sponsor for the Transaction unless an exemption or waiver from this requirement can be obtained. Spitfyre intends to apply to the Exchange for a waiver from the sponsorship requirements for the Transaction based upon the waivers available in Exchange policies. There is no assurance that a waiver from this requirement can or will be obtained.

Immediately following the completion of the Transaction, the Resulting Issuer is expected to change its name to "NeoTerrex Incorporated", and the Resulting Issuer will be a Mining issuer under the policies of the Exchange.

It is intended that the Transaction, when completed, will constitute Spitfyre's "Qualifying Transaction" in accordance with Policy 2.4 of the Exchange. Completion of the Transaction is subject to a number of conditions precedent, including, but not limited to, (i) acceptance by the Exchange and receipt of other applicable regulatory approvals; (ii) receipt of the Required Approvals at the Spitfyre Meeting, (iii) receipt of the requisite approval of the shareholders of NeoTerrex of the Amalgamation, and (iv) completion of the Private Placement. There can be no assurance that the Transaction will be completed as proposed or at all.

Concurrent with the completion of the Transaction, it is expected that all directors and officers of Spitfyre will resign and the directors and officers of the Resulting Issuer will be as follows:

Mathieu Stephens – President, Chief Executive Officer and Director

Mr. Stephens is a professional geologist with over 15 years in the mining industry. He is currently the President, Chief Executive Officer and a director of NeoTerrex. Prior thereto, Mr. Stephens was the President and Chief Executive Officer of UrbanGold Minerals Inc., a precious and base metals exploration company, which was subsequently acquired by Troilus Gold Corp. in 2021, and Vice President of Exploration for Beaufield Resources Inc., a mineral exploration company, which was acquired by Osisko Mining Inc. in 2018. Previous to this, Mr. Stephens worked for Canaccord Capital for over 6 years.

Alastair Neill - Director

Mr. Neill is the President of Trinity Management, a consulting company specializing in business development activities in rare earths and specialty metals. He has over 25 years of experience evaluating a number of potential mining projects globally. Mr. Neill has been the director of Exchange-listed companies and has presented at a number of global conferences. He has a degree in Material Science Engineering from the University of Western Ontario, London, Ontario and an MBA from York University, Toronto.

V.E. Dale Burstall - Director

Mr. Burstall is a partner with DS Lawyers Canada LLP and practices in the area of commercial law with an emphasis on securities law. Mr. Burstall's practice includes all aspects of securities law from both the perspective of an issuer or an underwriter, including initial public offerings, secondary financings, mergers and acquisitions, all dealings with regulators including stock exchanges and securities commissions, and corporate governance. Mr. Burstall is a director or secretary of several issuers, both listed and private.  Mr. Burstall is also a director or trustee of charitable organizations. In addition, Mr. Burstall sits on an advisory committee of the Exchange.

Rajesh Sharma - Director

Mr. Sharma has over 25 years of leadership experience in mining, exploration, metals and international trade. He has executive experience in advancing exploration and mining projects including investments, acquisitions, joint ventures, partnerships and running global businesses. Mr. Sharma is currently the Chief Executive Officer of Fancamp Exploration Ltd., a mineral exploration company. His past roles include Executive in Residence at Investissement Quebec, CEO and Board Member of TSMC, Board member of SFPPN, PPP for Port at SFPPN, CEO and Board Member of Black Ginger 461 Pty Ltd, investment arm of Tata for mineral projects in Africa, Board member of exploration company Tata Steel Cote D'Ivoire. Mr. Sharma has management and engineering degrees. He completed a scholarship program on Globalization and Leadership from London School of Economics. He was granted the ICD.D designation by the Institute of Corporate Directors.

Denis Pilon - Director

Mr. Pilon is Chief Operating Officer of Helicopter Transport Services, a global air operator that focuses in the mining sector and utility air operations. Mr. Pilon has been working closely with the mining sector for over twenty years and has also been an active rotary and fixed wing pilot on mining explorations projects. Mr. Pilon has over two decades of management experience in operating aviation businesses worldwide, from aerial firefighting, offshore, SAR, EMS, DOD Security and utility VFR operations. Mr. Pilon attained a Master of Business Administration degree from Queen's University.

Vatché Tchakmakian – Chief Financial Officer and Corporate Secretary

Mr. Tchakmakian is a Chartered Professional Accountant with over 30 years of experience in the minerals industry. He is specialized in the field of public companies and securities regulations in Canada. Mr. Tchakmakian has been an officer of several public companies in the mineral sector having operations in Canada, and Latin America. From 1988 to 1993, he managed audit assignments at one of the predecessors of PricewaterhouseCoopers LLP, a national accounting firm, for a number of large private and public companies. Mr. Tchakmakian received his B.S. in Public Accounting from the École des Hautes Études Commerciales, in Montréal, Quebec. He sits on an advisory committee of the Exchange.

Each of Fancamp Exploration Ltd. ("Fancamp") and HTS Holdings Inc. ("HTS") currently hold more than 10% of the issued and outstanding NeoTerrex Shares. It is anticipated that, following completion of the Transaction, each entity will hold more than 10% of the issued and outstanding common shares of the Resulting Issuer, and accordingly will be an insider of the Resulting Issuer under the policies of the Exchange.

Fancamp is a corporation existing under the laws of the Province of British Columbia. It is listed for trading on the Exchange under the symbol FNC. Rajesh Sharma, a current director of NeoTerrex and a proposed director of the Resulting Issuer, is the Chief Executive Officer of Fancamp.

HTS, a corporation existing under the laws of the Province of Ontario, is controlled by Luc Pilon of Ottawa, Ontario. Denis Pilon, a current director of NeoTerrex and a proposed director of the Resulting Issuer, is the Chief Operating Officer of HTS.

The Transaction was negotiated by parties who are dealing at arm's length with each other and therefore, the Transaction is not a Non-Arm's Length Qualifying Transaction in accordance with the policies of the Exchange.

No finder's fees or commissions are payable by Spitfyre or NeoTerrex in connection with the closing of the Transaction, other than with respect of the Private Placement.

Filing Statement

In connection with the Transaction and pursuant to Exchange requirements, Spitfyre will file a filing statement under its profile on SEDAR+ at www.sedarplus.ca, which will contain details regarding the Transaction, the Amalgamation, the Private Placement, Spitfyre, NeoTerrex and the Resulting Issuer.

Shareholder approval is not required with respect to the Transaction under the rules of the Exchange. In the event any of the conditions set forth above are not completed or the Transaction does not proceed, Spitfyre will notify shareholders. Trading in the common shares of Spitfyre will remain halted and is not expected to resume trading until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any offer, sale, or solicitation of securities in any state in the United States in which such offer, sale, or solicitation would be unlawful.

NeoTerrex submits all samples for geochemical assay to ALS Global Ltd. ("ALS"). ALS has sample preparation facilities in Canada, which are utilized for sample submissions from NeoTerrex. Analytical techniques include lithium borate fusion, ICP-MS, ICP-AES and XRF analyses for base metals, trace elements and full-suite REE analysis, and gold determination by atomic absorption on fire assay. Analytical results are subject to industry-standard and National Instrument 43-101 Standard of Disclosure for Mineral Projects compliant QAQC sample procedures, such as the systematic insertion of both sample duplicates and geochemical standards, done both externally on the project site by the NeoTerrex, and internally at the laboratory by ALS, as described by ALS.

(1) TREO is the summation of Ce2O3 + La2O3 + Pr2O3 + Nd2O3 + Sm2O3 + Eu2O3 + Gd2O3 + Tb2O3 + Dy2O3 + Ho2O3 + Er2O3 + Tm2O3 + Yb2O3 + Lu2O3 + Y2O3.

The scientific and technical information contained in this press release has been reviewed and approved by Mathieu Stephens, P.Geo, NeoTerrex's President, Chief Executive Officer and director, and a Qualified Person under National Instrument 43-101 Standards of Disclosure for Mineral Projects.

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.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

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 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.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, receipt of requisite regulatory approvals, completion of the Private Placement and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approvals, and any ancillary matters thereto, are 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 a capital pool company should be considered highly speculative.

This forward-looking information in respect of Spitfyre and NeoTerrex reflects NeoTerrex's or Spitfyre's, as the case may be, current beliefs and is based on information currently available to Spitfyre and NeoTerrex, respectively, and on assumptions Spitfyre and NeoTerrex, as the case may be, believes are reasonable. These assumptions include, but are not limited to, management's assumptions about the Exchange approval for the Transaction, closing of the Private Placement, closing of the Amalgamation announced above and NeoTerrex's assumptions regarding its business objectives.

This release includes forward-looking information ("forward-looking information") within the meaning of Canadian securities laws regarding Spitfyre, Subco, Amalco, NeoTerrex, the Resulting Issuer and their respective businesses, which may include, but is not limited to, statements with respect to the completion, and the terms and conditions, of the Transaction, the Mount Discovery Technical Report, the NeoTerrex business plans, the satisfaction of conditions to closing, the sponsorship requirements and intended application for exemption therefrom, the proposed composition of the board of directors of the Resulting Issuer, the proposed business and business plans of the Resulting Issuer, the Private Placement and the any amount of the financing, the terms and timing on which the Transaction and the Private Placement are intended to be completed, the use of the net proceeds from the Private Placement, the degree to which sampling results are reflective of actual mineral resources, the ability to obtain regulatory and shareholder approvals, the name of the Resulting Issuer, the appointment of the certain auditors and the continuance of the Resulting Issuer upon completion of the Transaction, and the exploration and development plans of the Resulting Issuer. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes", "estimates" or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each respective entity believes that the assumptions underlying the forward-looking information as applicable to them or their respective businesses or the Transaction are reasonable, such forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Spitfyre, NeoTerrex and the Resulting Issuer to be materially different from those expressed or implied by such forward-looking information and may prove to be incorrect. The forward-looking information, events and circumstances discussed in this release, including but not limited to regulatory approval, the Mount Discovery Technical Report, completion of the Transaction (and the proposed terms upon which the Transaction is proposed to be completed) and the Private Placement, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including the risk that NeoTerrex and Spitfyre may not obtain all requisite approvals for the Transaction, including the approval of the Exchange for the Transaction (which may be conditional upon amendments to the terms of the Transaction), risks of the resource industry, failure to obtain regulatory or shareholder approvals, general business, economic, competitive, political and social uncertainties, any estimated amounts, timing of the Private Placement, the equity markets generally and risks associated with growth, exploration and development, general capital market conditions and market prices for securities, mining securities and junior market securities, commodity prices, natural resource company market conditions and the market conditions of the natural resource industry in general, competition, and changes in legislation, including environmental legislation affecting Spitfyre, NeoTerrex and the Resulting Issuer. Although Spitfyre and NeoTerrex have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking information contained herein. No statements comprising forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information contained herein speak only as of the date on which they are made and Spitfyre and NeoTerrex undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE Spitfyre Capital Inc.