Northfield Closes $15 Million Brokered Financing

Executive Summary

• Northfield Capital Corporation closed an upsized brokered financing of 2,727,272 units at $5.50 per unit, generating $15 million in gross proceeds.
• The company also issued 3,580 Class B multiple‑voting shares to its CEO/president on a private placement for $22,434.40, maintaining his pro‑rata voting interest.
• 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 per unit → $15 million gross proceeds.
• Unit Composition: Each unit = 1 Class A restricted voting share + 1 share purchase warrant.
• Warrant Terms: Right to purchase one additional share at $7.50 per share, exercisable Feb 9 2026 – Dec 10 2028 (subject to adjustment).
• Agent/Bookrunner: Integrity Capital Group Inc.; paid cash commission and received 120,000 non‑transferable compensation options ($5.50 exercise price, expiring Dec 10 2028).
• Use of Proceeds: Fund operational expenditures and general corporate purposes.

Class B Share Issue (Related Private Placement)

• Shares Issued to CEO/President Robert Cudney: 3,580 Class B shares.
• Pricing: 1,192 shares @ $6.40 per share; 2,388 shares @ $6.20 per share → $22,434.40 gross proceeds.
• Purpose: Maintain CEO’s pro‑rata voting interest in Class B shares (≈39.6% of total voting power).
• Hold Period: Statutory hold period of four months plus one day from issuance date.

Insider Participation & Early Warning Disclosure

• Insider Purchases: Robert Cudney acquired 10,613 units and 3,580 Class B shares in the transactions.
• Pre‑Closing Holdings (Cudney): ~5.26 million Class A shares, 23,568 Class B shares, convertible securities for an additional 468,750 Class A shares.
• Post‑Closing Holdings: ~5.27 million Class A shares, 27,148 Class B shares, convertible securities for an additional 479,363 Class A shares.
• Voting Power Post‑Closing: Approximately 54.9% of total voting power represented by Northfield Shares.

Juno Corp. Participation

• Acquired 875,000 common shares of Juno Corp. to maintain pro‑rata ownership in a related non‑brokered private placement (non‑arm’s length transaction).

Legal & Advisory Parties

• Legal Advisors: Cassels Brock & Blackwell LLP (Northfield), Bennett Jones LLP (Integrity Capital Group).

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

All forward‑looking statements are subject to risks and uncertainties detailed in the company’s most recent MD&A.