Northfield Capital Announces Up to $10 Million Brokered Financing

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.
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Warrants exercisable at $7.50 per share for three years post‑closing.
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Financing Size & Proceeds:
- Maximum gross proceeds: $10,000,001 (Units).
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Net proceeds to be used for operational expenditures and general corporate purposes.
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Commission & Compensation to Agents:
- Cash commission to agents = 6 % of gross proceeds (reduced to 2 % for subscribers on the president’s list).
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Compensation options equal to 6 % of units sold, exercisable at the issue price for three years; no options issued for president‑list subscribers.
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Closing Timeline & Conditions:
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Expected closing: on or about December 2, 2025 (subject to TSX Venture Exchange approval).
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Regulatory Exemptions:
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Offering made under NI 45‑106 Part 5A and Coordinated Blanket Order 45‑935; no hold period in Canada.
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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.
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Subject to Exchange approval; statutory hold period of four months plus one day.
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Related‑Party Transaction & MI 61‑101:
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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.
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Advisors:
- Legal counsel – Cassels Brock & Blackwell LLP (company) and Bennett Jones LLP (agents).
Notable Quotes
(No direct quotes were provided in the release.)