NeoTerrex Minerals Inc. (formerly, Spitfyre Capital Inc.) closes qualifying transaction

2 minute read
22 December 2023

On December 22, 2023, NeoTerrex Minerals Inc. (formerly, Spitfyre Capital Inc.) ("NeoTerrex") (TSXV: FYRE.P) announced the closing of its previously announced Qualifying Transaction, pursuant to the terms of a business combination agreement dated October 4, 2023.

The transaction was completed under the Canada Business Corporations Act (“CBCA”) whereby NeoTerrex acquired all of the issued and outstanding securities of NeoTerrex Corporation by way of a three-cornered amalgamation with a wholly-owned subsidiary of NeoTerrex.

Subject to final acceptance by the TSX Venture Exchange ("TSXV"), NeoTerrex will no longer be a capital pool company and will be classified as a Tier 2 issuer pursuant to the TSXV policies. The common shares of NeoTerrex are expected to commence trading on or about January 3, 2024 under the ticker symbol "NTX". Prior to the completion of the transaction, NeoTerrex: (i) completed a continuance from a corporation incorporated under the Business Corporations Act (Ontario) to a corporation continued under the CBCA; and (ii) changed its name from "Spitfyre Capital Inc." to "NeoTerrex Minerals Inc."

Gowling WLG advised NeoTerrex with respect to this transaction with a team that included Peter Doelman, Nav Pannu and Jaanam Mahboobani (corporate), and Laura Gheorghiu and Malya Amghar (tax), assisted by students-at-law Mikail Osman and Peter Sypnowich.

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