SPITFYRE CAPITAL INC. ANNOUNCES RESULTS OF ANNUAL AND SPECIAL MEETING

/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.

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. 

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.