Northfield Announces Upsized Brokered Financing of up to $15 Million

Executive Summary

• Northfield Capital Corporation upsized its previously announced brokered financing to a maximum of $15 million in gross proceeds, pricing each unit at $5.50 (one Class A restricted voting share plus one warrant).
• The company also proposes a private placement of up to 1,192 additional Class B multiple‑voting shares to President/CEO Robert Cudney at $6.40 per share, bringing the total potential Class B issuance to 3,580 shares (≈ $7,629 gross).
• Net proceeds from both the unit offering and the Class B share issue will be used for working capital and general corporate purposes; closing is expected around December 9, 2025, subject to TSX‑V approval.

Key Details

• Upsized Unit Offering
• Maximum aggregate gross proceeds: $15,000,000.
• Issue price per unit: $5.50.
• Each unit consists of one Class A restricted voting share + one warrant (exercise price $7.50, three‑year term).
• Lead agent/sole bookrunner: Integrity Capital Group Inc. (syndicate of agents).

• Closing expected on or about December 9, 2025, subject to TSX Venture Exchange approval.

• Use of Proceeds – Unit Offering

• Fund operational expenditures and general corporate purposes.

• Class B Share Private Placement

• Up to 1,192 additional Class B shares offered to Robert Cudney at $6.40 per share, gross proceeds up to $7,629.
• Combined with prior proposed issuance, total potential Class B shares to Cudney: 3,580 shares.
• Purpose: maintain Cudney’s pro‑rata voting interest after the unit offering.

• Subject to Exchange approval; statutory hold period of four months plus one day from closing.

• Use of Proceeds – Class B Issue

• Working capital and general corporate purposes.

• Related Party & Regulatory Considerations

• Both transactions qualify as “related party transactions” under MI 61‑101 but are exempt from formal valuation/minority approval because fair market value is below 25 % of market capitalization.

• All securities to be issued pursuant to the relevant TSX Venture Exchange policies and exemptions (NI 45‑106, Blanket Order 45‑935).

• Advisors

• Legal counsel for Northfield: Cassels Brock & Blackwell LLP.
• Legal counsel for agents: Bennett Jones LLP.

Notable Quotes

(No direct quotes were provided in the release.)