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Financings

Northfield Closes $15 Million Brokered Financing

By The Northwire Desk — AI Analysis Dec 11, 2025 · 09:30 NFD · 5.7 None
NFD · Price

Executive Summary

  • Northfield Capital Corp. closed an upsized brokered financing of 2,727,272 units at $5.50 per unit, generating $15 million in gross proceeds.
  • Concurrently, the company issued 3,580 Class B multiple‑voting shares to its CEO on a private‑placement basis for $22,434.40.
  • Net proceeds will be used to fund operational expenditures and general corporate purposes; the financing is material and positive for the company’s capital position.

Key Details

  • Units Offered: 2,727,272 units @ $5.50 each → $15 M gross proceeds.
  • Unit Composition: 1 Class A restricted voting share + 1 share purchase warrant per unit.
  • Warrant Terms: Exercise price $7.50 per share; exercisable Feb 9 2026 – Dec 10 2028.
  • Agent & Compensation: Integrity Capital Group Inc. acted as sole agent/bookrunner; received cash commission and 120,000 non‑transferable compensation options (exercise price $5.50).

  • Use of Proceeds: Fund operational expenditures and general corporate purposes.

  • Class B Share Issue:

  • 1,192 Class B shares @ $6.40 each; 2,388 Class B shares @ $6.20 each → $22,434.40 gross proceeds.
  • Issued to CEO Robert Cudney to maintain his pro‑rata voting interest in Class B shares (≈39.6% of total voting power).

  • Subject to statutory hold period of four months plus one day.

  • Related Party Transactions:

  • Insiders (CEO, CFO, director) participated in the financing; exempt from formal valuation/minority approval under MI 61‑101 as participation <25 % of market cap.

  • Early warning disclosures filed per NI 62‑103 detailing insider holdings before and after transactions.

  • Juno Corp. Participation: Acquired 875,000 common shares to maintain pro‑rata ownership in Juno following its private placement; also a related party transaction exempt under MI 61‑101.

  • Legal Advisors: Cassels Brock & Blackwell LLP (company); Bennett Jones LLP (agent).

Notable Quotes

“We are grateful for the strong support from investors and thank all the advisors involved in completing this financing. This capital strengthens Northfield’s position as we continue to build long‑term shareholder value.” – Robert Cudney, President & CEO

Materiality Assessment: Material – Positive (significant capital raise enhancing liquidity and growth capacity).

Read the original news release →

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