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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 NFD · 6.2 None
NFD · Price

Executive Summary

  • Northfield Capital Corp. announced a brokered financing of up to 1,818,182 units at $5.50 per unit, targeting gross proceeds of up to $10,000,001.
  • Each unit consists of one Class A restricted voting share and one warrant to purchase an additional share at $7.50 for three years.
  • The company also proposes a private placement of up to 2,388 Class B multiple‑voting shares to President/CEO Robert Cudney at $6.20 per share, raising $14,806 to maintain his pro‑rata voting interest.

Key Details

  • Offering Structure:
  • Units = 1 Class A restricted voting share + 1 warrant.
  • Issue price: $5.50 per unit.

  • Warrants exercisable at $7.50 per share for three years post‑closing.

  • Financing Size & Proceeds:

  • Maximum gross proceeds: $10,000,001 (Units).

  • Net proceeds to be used for operational expenditures and general corporate purposes.

  • Commission & Compensation to Agents:

  • Cash commission to agents = 6 % of gross proceeds (reduced to 2 % for subscribers on the president’s list).

  • Compensation options equal to 6 % of units sold, exercisable at the issue price for three years; no options issued for president‑list subscribers.

  • Closing Timeline & Conditions:

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

  • Regulatory Exemptions:

  • Offering made under NI 45‑106 Part 5A and Coordinated Blanket Order 45‑935; no hold period in Canada.

  • 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 in Class B shares.

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

  • Related‑Party Transaction & MI 61‑101:

  • Both the unit offering and Class B share issue involve related parties 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 quotes were provided in the release.)

Read the original news release →

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