Northfield Capital Completes Acquisition Of Additional Interest In Juno Corp. And Announces Issuance Of Class B Multiple Voting Shares

Executive Summary

• Northfield Capital completed its previously announced “Juno Share Acquisition,” purchasing 8,664,675 Juno Corp. common shares for an aggregate consideration of $34,658,690 and increasing its ownership in Juno from ~23.7% to ~34.7%.
• Concurrently, Northfield is issuing 8,263 Class B multiple‑voting shares to President/CEO Robert Cudney at $5.20 per share for gross proceeds of $42,967.60 to preserve his pro‑rata voting interest after the Juno acquisition.
• The Class B share issuance is a related‑party transaction subject to TSXV approval and will be held for four months plus one day; net proceeds are earmarked for working capital and general corporate purposes.

Key Details

• Juno Share Acquisition
• Shares acquired: 8,664,675 Juno Corp. common shares.
• Consideration paid: 6,301,580 Class A restricted voting shares of Northfield at a deemed issue price of $5.50 per share.
• Total transaction value: $34,658,690.
• Post‑transaction ownership in Juno Corp.: ~34.7% (up from ~23.7%).

• Acquisition previously announced on March 31, 2026.

• Class B Share Issue to Robert Cudney

• Shares issued: 8,263 Class B multiple‑voting shares.
• Price per share: $5.20 (non‑brokered private placement).
• Gross proceeds: $42,967.60.
• Purpose: Enable Mr. Cudney to maintain his pre‑closing voting power in Class B shares after the Juno acquisition.
• Voting power prior to closing: ~39.6% of total voting securities.
• Issuance authorized by shareholder resolutions dating from December 1986.
• Subject to TSXV approval; hold period of four months plus one day post‑closing.

• Net proceeds will be used for working capital and general corporate purposes.

• Regulatory & Compliance

• Transaction qualifies as a “related party transaction” under MI 61‑101 but is exempt from formal valuation/minority shareholder approval because the fair market value is <25% of Northfield’s market capitalization.
• TSXV Policy 5.9 and MI 61‑101 applicable; company notes exemption per sections 5.5(a) and 5.7(1)(a).

Notable Quotes

No direct quotes were provided in the release.