Spitfyre Capital Inc. Announces Closing of Upsized Brokered Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Spitfyre Capital Inc. Announces Closing of Upsized Brokered Private Placement
Toronto, Ontario / November 23, 2023 – Spitfyre Capital Inc. (the “Corporation” or “Spitfyre”)
(TSXV: FYRE.P) is pleased to announce the closing of its upsized brokered private placement
financing (the “Private Placement ”) with NeoTerrex Corporation (“NeoTerrex”). The Private
Placement was led by iA Capital Markets, a division of iA Private Wealth Inc. (the “Lead Agent”)
and Canaccord Genuity Corp. (together with the Lead Agent, the “Agents”).
The Private Placement was completed pursuant to an agency agreement dated November 23,
2023 between Spitfyre, NeoTerrex and the Agents. Aggregate gross proceeds for the Private
Placement were $3,516,600, with 600,000 subscription receipts of the Corporation (each, a
“Spitfyre Subscription Receipt ”) at $0.25 per Spitfyre Subscription Receipt, 8,038,000
subscription receipts of NeoTerrex (each, a “NeoTerrex Subscription Receipt ”) at $0.25 per
NeoTerrex Subscription Receipt and 4,523,688 flow-through subscription receipts of NeoTerrex
(each, a “FT Subscription Receipt ”) at $0.30 per FT Subscription Receipt (together, the
“Subscription Receipts”) being issued.
It is intended that the net proceeds from the Private Placement will be used for the exploration and
development of NeoTerrex’s Mount Discovery project (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
between Spitfyre and NeoTerrex (the “Qualifying Transaction ”). Upon completion of the
Qualifying Transaction, Spitfyre will be referred to as the “Resulting Issuer”.
Upon satisfaction or waiver of the escrow release conditions in the Subscription Receipt Agreement
(as defined below) (the “Escrow Release Conditions”): (i) each NeoTerrex Subscription Receipt
will be converted and will entitle the holder thereof to receive, without payment of any additional
consideration or further action on the part of the holder, one common share of NeoTerrex and one-
half of one warrant of NeoTerrex, which will be automatically exchanged for one common share of
the Resulting Issuer (each, a “Resulting Issuer Share ”) and one-half of one warrant of the
Resulting Issuer (each, a “Resulting Issuer Warrant”); (ii) each Spitfyre Subscription Receipt will
be converted and will entitle the holder thereof to receive, without payment of any additional
consideration or further action on the part of the holder, one common share of Spitfyre and one-
half of one warrant of Spitfyre; and (iii) each FT Subscription Receipt will be converted and will
entitle the holder thereof to receive, without payment of any additional consideration or further
action on the part of the holder, one NeoTerrex flow-through share which will be subsequently
automatically exchanged for one Resulting Issuer flow-through share. Each whole Resulting Issuer
Warrant will entitle the holder thereof to acquire one Resulting Issuer Share at a price of $0.40 until
the date which is 24 months following the satisfaction of the Escrow Release Conditions, subject
to the terms of the warrant indenture entered into between the Corporation, NeoTerrex and
Computershare Trust Company of Canada (“Computershare”), as warrant agent, dated
November 23, 2023.
The gross proceeds of the Private Placement net of the Agents’ expenses and 50% of the Agents’
commission (the “Escrowed Funds ”), are being held in escrow pursuant to the terms of a
subscription receipt agreement dated November 23, 2023 between Spitfyre, the Agents and
Computershare, as registrar and transfer agent for the Subscription Receipts and as escrow agent
for the Escrowed Funds (the “Subscription Receipt Agreement”). Upon satisfaction or waiver of
the Escrow Release Conditions, the Escrowed Funds together with any interest earned thereon,
will be released to the Resulting Issuer (and the Agents in respect of the remaining Agents’
commission) in accordance with the terms set out in the Subscription Receipt Agreement. If the
Escrow Release Conditions are not satisfied or waived, the Subscription Receipts will be cancelled
without any further action and the Escrowed Funds together with any interest earned thereon will
be returned to subscribers on a pro rata basis with any shortage of funds being paid by NeoTerrex.
In connection with the Private Placement, NeoTerrex paid to the Agents a cash commission, equal
to 7.5% of the gross proceeds raised pursuant to the Private Placement (reduced to 3.0% in respect
of certain purchasers on the president’s list). In addition, Spitfyre will issue to the Agents, on
satisfaction of the Escrow Release Conditions, 45,000 non-transferable compensation options of
the Corporation and NeoTerrex will issue to the Agents, on satisfaction of the Escrow Release
Conditions, 807,125 non-transferable NeoTerrex compensation options (collectively, the
“Compensation Options”). Each Compensation Option will entitle the holder thereof to purchase
one Resulting Issuer Share following completion of the Qualifying Transaction at an exercise price
of: (i) $0.25 in respect of Compensation Options issued pursuant to sales of NeoTerrex
Subscription Receipts and Spitfyre Subscription Receipts, and (ii) $0.30 in respect of
Compensation Options issued pursuant to sales of FT Subscription Receipts, subject to
adjustment, for a period of 24 months commencing upon satisfaction of the Escrow Release
Conditions, respectively.
Closing of the Private Placement is subject to certain conditions, including but not limited to, the
receipt of all necessary approvals including acceptance by the TSX Venture Exchange (the
“Exchange”). The Spitfyre Subscription Receipts will be subject to a statutory hold period of four
months and one day in accordance with applicable securities legislation.
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 policies, until the
completion of the 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. 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.
For further information, please contact:
Spitfyre Capital Inc.
Matthew McMillan
Chief Executive Officer
Telephone: + 1 (905) 484-7698
Email: [email protected]
NeoTerrex Corporation
Mathieu Stephens
President and Chief Executive Officer
Telephone: +1 (343) 308-2648
Email: [email protected]
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.
Forward-Looking Information Cautionary Statement
Certain statements contained in this news release constitute forward-looking information within the
meaning of Canadian securities laws which may include, but are not limited to, statements with
respect to the Private Placement, satisfaction of the Escrow Release Conditions, the issuance of
the Compensation Options, the expected use of proceeds, the completion of the Qualifying
Transaction and approval of the Exchange. Such forward-looking information is often, but not
always, identified by the use of words and phrases such as “plans”, “expects”, “is expected”,
“budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations
(including negative 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. Various
assumptions or factors are typically applied in drawing conclusions or making the forecasts or
projections set out in forward-looking information.
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.