NeoTerrex Corporation completed the acquisition of Spitfyre Capital Inc. (TSXV:FYRE.P) for CAD 18.1 million in a reverse merger transaction.
December 21, 2023
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NeoTerrex Corporation entered into a non-binding letter of intent to acquire Spitfyre Capital Inc. (TSXV:FYRE.P) in a reverse merger transaction on June 28, 2023. NeoTerrex Corporation entered into a definitive amalgamation agreement to acquire Spitfyre Capital Inc. (TSXV:FYRE.P) in a reverse merger transaction on October 4, 2023. NeoTerrex and Spitfyre intend to complete the transaction, to form the resulting issuer being called ?NeoTerrex Corporation? (?Newco?), or such other name as may be determined by NeoTerrex. Under the terms of the transaction, each issued and outstanding common share of NeoTerrex will be exchanged into one common share of Newco on a 1:1 basis, so that all of the issued and outstanding NeoTerrex common shares will be exchanged for 59,744,000 Newco common shares, and with same terms all of the issued and outstanding Spitfyre common shares will be exchanged for 5,750,000 Newco common shares, for a deemed price of CAD 0.25 per NeoTerrex share. NeoTerrex and Spitfyre, will complete a private placement (the ?Concurrent Financing?) of a minimum of CAD 2 million and upto a maximum of CAD 4 million of subscription receipts of NeoTerrex and/or Spitfyre. Following the completion, it is intended that the Spitfyre will be renamed to "NeoTerrex Incorporated". The Board of Directors and the management of the combined company will include Mathieu Stephens as President, Chief Executive Officer and Director, Alastair Neill as Director, V.E. Dale Burstall as Director, Rajesh Sharma as Director, Denis Pilon as Director and Vatché Tchakmakian as Chief Financial Officer and Corporate Secretary.
The transaction is subject to approval by the board of directors of Spitfyre and NeoTerrex; completion of due diligence; execution of a formal agreement; and other customary closing conditions. The Qualifying Transaction will be subject to a number of terms and conditions, including, but not limited to, applicable regulatory and shareholder approvals, consummation of the private placement, and approval of the shareholders of NeoTerrex. The closing date of the Proposed Transaction is anticipated to occur on or about November 17, 2023 or as soon thereafter as reasonably practicable and, in any event not later than December 29, 2023. As of November 17, 2023, Spitfyre and NeoTerrex anticipate closing the Transaction on or before November 30, 2023. As of November 20, 2023, TSX Venture Exchange has conditionally approved the transaction and the transaction is expected to close on or around December 15, 2023. DS Welch Bussières acted as legal advisor to NeoTerrex. Peter Doelman of Gowling WLG (Canada) LLP acted as legal advisor to Spitfyre. MNP LLP acting as an Accountant and Odyssey Trust Company is acting as the Transfer agent to Spitfyre. Raymond Chabot Grant Thornton (LLP) is acting as an accountant to NeoTerrex.
NeoTerrex Corporation completed the acquisition of Spitfyre Capital Inc. (TSXV:FYRE.P) for CAD 18.1 million in a reverse merger transaction on December 22, 2023. Pursuant to the Amalgamation Agreement, an aggregate of 72,305,668 Spitfyre shares were issued in exchange for the outstanding NeoTerrex Shares. As part of merger, Spitfyre Capital changed its name to NeoTerrex Minerals Inc. and is expected to commence trading on the TSXV under the ticker symbol "NTX" on or about January 3, 2024. As of November 23, 2023, Spitfyre and NeoTerrex completed a brokered private placement.
NeoTerrex Minerals Inc. is engaged in advancing its prospective rare earths projects located in the province of Quebec, with most of its activities focused on its Mount Discovery property. It owns a 100-percent undivided interest in certain mineral claims located in southwestern Quebec constituting the Mount Discovery property. The Mount Discovery property is located in the south-central part of the Grenville Province, which is composed of multiple terranes or large crustal blocks. Its other properties include Lindsay, Beauchene, Strange Lake West, Decelles, Riel, Galactic, Kimbers, Roman, and others. The Lindsay property is located in the southwestern portion of the province of Quebec, about 32 kilometers (km) east-northeast from the town of Mattawa, Ontario and covers a total area of 4,717 hectares (ha). The Beauchene property is located in the southwestern portion of the Abitibi-Temiscamingue region of the province of Quebec. The Strange Lake West property encompasses 3,922 ha.