Juno Announces $18 Million Fully Allocated Non-Brokered Private Placement with Participation from Northfield Capital and Strategic Investor

Executive Summary

• Juno Corp. is undertaking a fully‑allocated, non‑brokered private placement (“Juno Offering”) to raise $18 million in aggregate gross proceeds.
• The offering consists of three classes of shares: HD Juno Shares at US$4.00, FT Juno Shares at US$4.50, and Premium FT Juno Shares at C$5.60 per share.
• Northfield Capital Corporation will purchase 875,000 HD Juno Shares to maintain its ~24 % ownership; a strategic investor may acquire up to 2,500,000 additional common shares.

Key Details

• Total Gross Proceeds: $18 million (combined from all share classes).
• Share Classes & Pricing:
• HD Juno Shares – non‑flow‑through, US$4.00 per share.
• FT Juno Shares – flow‑through shares, US$4.50 per share.
• Premium FT Juno Shares – flow‑through premium, C$5.60 per share.
• Use of Proceeds:
• Net proceeds from HD Juno Shares → fund operational expenditures and general corporate purposes.
• Entire gross proceeds from FT and Premium FT shares (“Commitment Amount”) → to be spent before 2026 on Canadian exploration expenses that qualify as flow‑through critical mineral mining expenditures (both federal and Ontario tax‑qualified).
• Renunciation Obligation: Juno will renounce the qualifying expenditures equal to the Commitment Amount to the subscribers of the Premium FT shares by Dec 31 2025.
• Offering Structure & Legal Exemptions:
• Private placement in all Canadian provinces/territories under applicable securities law exemptions.
• HD Juno Shares also offered privately in the U.S. pursuant to U.S. Securities Act exemptions and internationally on a private‑placement basis.
• Holding Period: Securities are subject to an indefinite statutory hold period per Canadian securities regulations; no public market currently exists for resale.
• Key Shareholder Participation:
• Northfield Capital (≈24 % owner) → purchase of 875,000 HD Juno Shares (non‑arm’s length, related‑party transaction).
• Strategic investor → potential acquisition of up to 2,500,000 common shares.
• Regulatory/Transaction Notes:
• Northfield’s participation qualifies as a “related party transaction” under MI 61‑101 but is exempt from formal valuation/minority approval because the fair market value is <25 % of Northfield’s market cap.
• Advisors: Cassels Brock & Blackwell LLP – legal advisor to Juno for the offering.

Notable Quotes

(No direct quotes were provided in the release.)