Spitfyre Capital Inc.

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b).

IN THE MATTER OF ONTARIO REGULATION 398/21, AS AMENDED (the "Regulation") MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO) R.S.O. 1990, c.B.16, AS AMENDED (the "OBCA") AND IN THE MATTER OF SPITFYRE CAPITAL INC.

CONSENT (Subsection 21(b) of the Regulation)

UPON the application of Spitfyre Capital Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission pursuant to subsection 21(b) of the Regulation, for the Applicant to continue into the federal jurisdiction pursuant to section 181 of the OBCA (the "Continuance");

AND UPON considering the application and the recommendation of staff of the Commission; AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated under the OBCA on June 24, 2021 as "Spitfyre Capital Inc."

2. The registered office of the Applicant is located at 100 King St. West, Suite 1600, 1 First Canadian Place, Toronto, Ontario, M5X 1G5, Canada.

3. The Applicant is an offering corporation under the OBCA.

4. The Applicant is authorized to issue an unlimited number of common shares (the "Common Shares"), of which 5,750,000 Common Shares were issued and outstanding as of December 12, 2023.

5. The Common Shares of the Applicant are listed and posted for trade on the TSX Venture Exchange (the "TSXV") under the symbol "FYRE:P".

6. The Applicant intends to apply (the "Application for Continuance") to the Director of the OBCA pursuant to section 181 the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA).

7. The principal reason for the Continuance is to allow the Applicant to participate in a qualifying transaction with NeoTerrex Corporation ("NeoTerrex") pursuant to which, a subsidiary of the Applicant, 15363497 Canada Inc. will amalgamate with NeoTerrex pursuant to the provisions of the CBCA and the resulting entity ("Amalco") will become a wholly-owned subsidiary of the Applicant (the "Amalgamation"). Following closing of the Amalgamation, the Applicant intends to amalgamate with Amalco.

8. The qualifying transaction will close on or about December 21, 2023.

9. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by OBCA.

10. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the securities legislation of the provinces of Ontario, British Columbia and Alberta, and will remain a reporting issuer in these jurisdictions following the Continuance. The Applicant's principal regulator is the Commission and will remain as the Commission following the Continuance.

11. The Applicant is not in default of any of the provisions of the OBCA, the Securities Act, (Ontario) R.S.O. 1990, c. S.5, as amended (the "Act") including the regulations or rules made thereunder, or the applicable securities legislation of any other jurisdiction in which it is a reporting issuer.

12. The Applicant is not subject to any proceeding under the OBCA, the Act or the applicable securities legislation of any other jurisdiction in which it is a reporting issuer.

13. The Applicant is not in default of any provision of the rules, regulations or policies of the TSXV.

14. The Applicant's management information circular dated September 22, 2023 for its annual general and special meeting of its shareholders held on October 23, 2023 (the Shareholders' Meeting) described the proposed Continuance and disclosed the reasons for it and its implications. It also disclosed full particulars of the dissent rights of the Applicant's shareholders under section 185 of the OBCA.

15. The Applicant's shareholders approved the proposed Continuance at the Shareholders' Meeting by a special resolution that was approved by 100% of the votes cast; No shareholders of the Applicant exercised their dissent rights pursuant to section 185 of the OBCA.

16. Subsection 21(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the CBCA.

DATED at Toronto on this 18th day of December, 2023.

OSC File #: 2023/0628