18:07:42 EDT Sun 13 Jul 2025
Enter Symbol
or Name
USA
CA



79North Inc
Symbol JQ
Shares Issued 114,147,630
Close 2024-10-16 C$ 0.04
Market Cap C$ 4,565,905
Recent Sedar Documents

79North closes takeover by Miata Metals

2024-10-17 10:43 ET - News Release

Subject: Press Release for Immediate Dissemination Word Document

File: '\\swfile\EmailIn\20241017 073105 Attachment 79North PR October 17, 2024 (00050703x10671B).DOCX'

{00050703:1} 2

LEGAL*66328579.2

LEGAL*66328579.2

79NORTH ANNOUNCES CLOSING OF BUSINESS COMBINATION WITH MIATA METALS

October 17, 2024

TORONTO, CANADA - 79North Inc. (CSE: JQ) ("79North" or the "Company") is pleased to announce that it has closed the previously-announced transaction with Miata Metals Corp. ("Miata") on October 16, 2024, whereby Miata has acquired all issued and outstanding shares of the Company, in an all-share transaction (the "Transaction"). Miata and the Company had previously announced the signing of a definitive agreement in respect of the Transaction on August 6, 2024.

Pursuant to the terms of the Transaction, Miata issued 8,999,953 common shares in the capital of Miata ("Miata Shares") 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 (the "Exchange Ratio"). 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 CSE as of the end of trading on October 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 October 3, 2024.

The Company also announces that it 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.

Further Information

For further information please contact:

Dr. Jacob (Jaap) Verbaas, P.Geo | CEO and Director of Miata Metals Corp.

Telephone: +1 778 488 9754

Email: info@miatametals.com

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation, including information with respect the future status of the statement of claim. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon several estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political, and social uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, 79North assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

© 2025 Canjex Publishing Ltd. All rights reserved.