NeoTerrex Minerals Inc. completes qualifying transaction

Company

NeoTerrex Minerals Inc. (formerly, Spitfyre Capital Inc.)

Law Firm / Organization
Gowling WLG (Canada) LLP

Company

NeoTerrex Corporation

Law Firm / Organization
DS Lawyers Canada LLP

Company

iA Private Wealth Inc.

Law Firm / Organization
Peterson McVicar LLP

Company

Canaccord Genuity Corp.

Law Firm / Organization
Peterson McVicar LLP

On December 22, 2023, NeoTerrex Minerals Inc., previously Spitfyre Capital Inc., completed the acquisition of NeoTerrex Corporation, a private company under the Canada Business Corporation Act. This transaction, finalized as per an amalgamation agreement dated October 4, 2023, involved a three-cornered amalgamation and marked NeoTerrex's "Qualifying Transaction" under TSXV Policy 2.4. The company's shares are set to trade on the TSX Venture Exchange under the symbol "NTX" starting around January 3, 2024.

Before this acquisition, NeoTerrex underwent a corporate transition and a name change. The terms of the transaction included a 1:1 exchange of the Target's common shares for NeoTerrex's shares, leading to the issuance of 72,305,668 company shares, 4,019,000 company warrants, and 4,103,425 broker warrants in exchange for the Target's respective securities.

Additionally, NeoTerrex and the Target conducted a brokered private placement, "Subscription Receipt Financing," led by iA Private Wealth Inc. and Canaccord Genuity Corp. This involved the sale and conversion of various unit and flow-through subscription receipts into shares and warrants.

The leadership of NeoTerrex post-transaction includes Mathieu Stephens as President and CEO, along with other key directors. The transaction details are available in the company's Filing Statement on SEDAR+.

Legal advisors for the transaction were DS Lawyers Canada LLP for the Target, Gowling WLG (Canada) LLP for NeoTerrex, and Peterson McVicar LLP for the agents in the Subscription Receipt Financing.

Merger & Acquisition
Mining
Undisclosed/Confidential
Closed
22 December 2023