/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
TORONTO, Oct. 24,
2023 /CNW/ - Spitfyre Capital Inc.
("Spitfyre" or the "Company") (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 the shareholders of the Company (the
"Shareholders") approved all of the matters brought before
them by the requisite majorities at the annual general and special
meeting of Shareholders (the "Meeting") held on October 23, 2023. At the Meeting, it was resolved
that (i) the number of directors of the Company shall be fixed at
five (5) members; (ii) the five (5) current directors of the
Company shall be re-appointed; (iii) MNP LLP shall be the auditors
of the Company; (iv) the Company's stock option plan shall be
approved; (v) the name of the Company shall be changed to
"NeoTerrex Incorporated." or such other similar name as the board
of directors of the Company, in its sole discretion, deems
reasonable; (vi) the Company shall continue from the Province of
Ontario under the Business
Corporations Act (Ontario)
into the Federal jurisdiction of Canada under the Canada Business Corporations Act
("CBCA"), and adopt the new general by-law of the Company;
and conditional upon completion of the Company's proposed
qualifying transaction (the "Qualifying Transaction")
involving NeoTerrex Corporation that (vii) Mathieu Stephens, Rajesh
Sharma, Dale Burstall,
Denis Pilon, and Alastair Neill shall be the directors of the
Company; and that (viii) Raymond Chabot Grant Thornton LLP shall be
appointed auditors of the Company effective upon completion of the
Qualifying Transaction.
Additional information concerning the Meeting is available
in the Company's management information circular dated
September 22, 2023 and is available
to the public under the Company's profile on SEDAR+ at
www.sedarplus.ca.
ABOUT SPITFYRE
Spitfyre is a CPC within the meaning of the policies of the
Exchange that has not commenced commercial operations and has no
assets other than cash. Except as specifically contemplated in the
Exchange's Policy 2.4 – Capital Pool Companies, 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.
Forward-Looking Information
Cautionary Statement
This news release includes certain "forward-looking
statements" under applicable Canadian securities legislation.
Forward-looking statements include, but are not limited to,
statements with respect to the completion of the proposed
Qualifying Transaction, the completion of the name change, the
continuation of the Company into the CBCA, and other
information concerning future events or the intentions, plans and
future action of the Company described herein. Forward-looking
statements consist of statements that are not purely historical,
and include any statements regarding beliefs, plans, expectations
or intentions regarding the future. 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, and are based on
assumptions and subject to risks and
uncertainties. Although the management believes that
the assumptions underlying the forward-looking
information as applicable to them or their respective businesses or
the Qualifying 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 to be
materially different from those expressed or implied by
such forward-looking information and may prove to be
incorrect. Readers are cautioned not to place undue
reliance on forward-looking statements, as there can be no
assurance that the plans, intentions or expectations upon which
they are based will occur.
By their nature, forward-looking statements involve numerous
assumptions, known and unknown risks and uncertainties, both
general and specific, that contribute to the possibility that the
predictions, estimates, forecasts, projections and other
forward-looking statements will not occur. These assumptions, risks
and uncertainties include, among other things, the state of the
economy in general and capital markets in particular, that all
conditions prerequisite to completion of the Qualifying
Transaction, the continuation and the name change will be satisfied
or waived, and that the Exchange may not accept the Qualifying
Transaction, as well as those risk factors discussed or referred to
in the Company's annual Management's Discussion and Analysis for
the year ended December 31, 2022
available at www.sedarplus.ca, many of which are beyond the control
of the Company.
Although Spitfyre has 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
undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events, or
otherwise.
Investors are cautioned that trading in the securities of a
CPC should be considered highly speculative.
Neither the Exchange nor its Regulation Service Provider
(as that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
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.
SOURCE Spitfyre Capital Inc.