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Financings

Northfield Capital Announces Up to $10 Million Brokered Financing

By The Northwire Desk — AI Analysis Nov 19, 2025 · 07:05 NFDA · None None
NFDA · Price

Executive Summary

  • Northfield Capital Corp. announced a brokered financing of up to 1,818,182 units at $5.50 per unit for gross proceeds of up to $10,000,001.
  • The offering includes one Class A restricted voting share and one warrant (exercise price $7.50, three‑year term).
  • Concurrently, the Company proposes a private placement of up to 2,388 Class B multiple‑voting shares to President/CEO Robert Cudney at $6.20 per share for gross proceeds of $14,806 to maintain his voting interest.

Key Details

  • Units Structure:
  • 1 Class A restricted voting share + 1 share purchase warrant per unit.

  • Warrant exercise price: $7.50 per share; exercisable for three years after closing.

  • Pricing & Proceeds:

  • Issue price per unit: $5.50.

  • Aggregate gross proceeds target: up to $10,000,001.

  • Commission & Compensation:

  • Cash commission to agents: 6 % of gross proceeds (reduced to 2 % for “president’s list” subscribers).

  • Compensation options equal to 6 % of units sold (exercise price = issue price), exercisable for three years.

  • Use of Proceeds:

  • Fund operational expenditures and general corporate purposes.

  • Closing Timeline:

  • Expected closing on or about December 2, 2025, subject to TSX Venture Exchange approval.

  • Regulatory Framework:

  • Offering under NI 45‑106 Part 5A and Coordinated Blanket Order 45‑935 (Listed Issuer Financing Exemption).

  • No hold period for Canadian purchasers (excluding Québec) and other qualified jurisdictions.

  • Class B Share Private Placement:

  • Up to 2,388 Class B shares at $6.20 per share → gross proceeds ≈ $14,806.
  • Issued to Robert Cudney to preserve his ~39.6 % voting power post‑offering.

  • Subject to Exchange approval; statutory hold period of four months + one day.

  • Related Party & MI 61‑101:

  • Both the brokered unit offering and Class B share issue involve related‑party participation but are exempt from formal valuation/minority‑shareholder approval because fair market value < 25 % of market cap.

  • Advisors:

  • Legal counsel – Cassels Brock & Blackwell LLP (Company) and Bennett Jones LLP (Agents).

Notable Quotes

(No direct CEO/President quotes were included in the release.)

Read the original news release →

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