An anonymous director reports

79NORTH ANNOUNCES CLOSING OF BUSINESS COMBINATION WITH MIATA METALS

79North Inc. closed the previously announced transaction with Miata Metals Corp. on Oct. 16, 2024, whereby Miata has acquired all issued and outstanding shares of the company, in an all-share transaction. Miata and the company had previously announced the signing of a definitive agreement in respect of the transaction on Aug. 6, 2024.

Pursuant to the terms of the transaction, Miata issued 8,999,953 common shares in the capital of Miata to former 79North shareholders. The exchange ratio per share, calculated based on the number of Miata shares issued to former shareholders of the company divided by the number of common shares of 79North issued and outstanding at the closing of the transaction, is approximately 0.079. All of the company's outstanding stock options are now exercisable into Miata shares based on the exchange ratio. In connection with the transaction, the company will be delisted from the Canadian Securities Exchange as of the end of trading on Oct. 17, 2024.

The transaction was carried out by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) between Miata, the company and a wholly owned subsidiary of Miata. The entity resulting from the amalgamation between 79North and Miata's subsidiary is a wholly owned subsidiary of Miata named Miata Holdings Inc. The transaction was approved by 79North shareholders at a meeting held on Oct. 3, 2024.

The company has received a statement of claim from two former consultants of the company, one of which previously served as a director of the company, for unpaid fees and expenses in relation to the termination of the consultants' involvement with the company. The company is in the process of assessing the claim with legal counsel. The company believes that it has acted reasonably to date and the matters raised in the claim are considered by the company to be unfounded allegations without merit that will be vigorously defended. Although no assurances can be given with respect to the outcome of such proceedings, the company believes that it has valid defenses to the claim.

We seek Safe Harbor.