Spitfyre Capital Inc. announced an upsized brokered private placement of 600,000 subscription receipts at CAD 0.25 per subscription receipt for gross proceeds of CAD 150,000, 8,038,000 subscription receipts of NeoTerrex at CAD 0.25 per subscription receipt for gross proceeds of CAD 2,009,500 and 4,523,688 flow-through subscription receipts of NeoTerrex at CAD 0.30 per flow-through subscription receipt for the gross proceeds of CAD 1,357,106.4; for aggregate total gross proceeds of CAD 3,516,606.4 on November 23, 2023. The transaction will include participation from new investor NeoTerrex Corporation. In connection with the Private Placement, the investor paid to the agents a cash commission, equal to 7.5% of the gross proceeds raised pursuant to the Private Placement.

In addition, the company will issue to the agents, on satisfaction of the Escrow Release Conditions, 45,000 non-transferable compensation options of the corporation and the investor will issue to the Agents, on satisfaction of the Escrow Release Conditions, 807,125 non-transferable investor's 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 CAD 0.25 in respect of Compensation Options issued pursuant to sales of investor's subscription receipts and CAD 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 transaction will be subject to a statutory hold period of four months and one day in accordance with applicable securities legislation.