Not for distribution to U.S. Newswire Services or for release, publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States

TORONTO, Nov. 19, 2025 (GLOBE NEWSWIRE) -- Northfield Capital Corporation (TSX-V: NFD.A) (“Northfield”) and Juno Corp. (“Juno”) are pleased to announce that Juno will be undertaking a fully-allocated non-brokered private placement (the “Juno Offering”) to raise aggregate gross proceeds of $18 million, through the sale of a combination of (i) common shares of Juno (“HDJunoShares”), to be issued on a non-flow-through basis at a price of $4.00 per HD Juno Share, (ii) common shares of Juno that will qualify as “flow-through shares” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) (the “FT Juno Shares”), at a price of $4.50 per FT Juno Share, and (iii) common shares of Juno, which will qualify as “flow-through shares” as defined in subsection 66(15) of the Tax Act (each, a “PremiumFT Juno Share”, and together with the HD Juno Shares and the FT Juno Share, the “JunoSecurities”), at a price of C$5.60 per Premium FT Juno Share. Northfield has an approximately 24% ownership interest in Juno and intends to participate in the Juno Offering to maintain its pro rata ownership interest.

The net proceeds raised from the sale of HD Juno Shares will be used by Juno to fund operational expenditures and for general corporate purposes. An amount equal to the aggregate gross proceeds raised from the sale of the FT Juno Shares and the Premium FT Juno Shares (the “Commitment Amount”) will be used by Juno before 2026 to incur “Canadian exploration expenses” (as defined in the Tax Act) that will qualify as “flow-through critical mineral mining expenditures” within the meaning of subsection 127(9) of the Tax Act and “eligible Ontario critical mineral exploration expenditure” as defined in subsection 103(4.1) of the Taxation Act, 2007 (Ontario) for certain qualifying individuals (the “Qualifying Expenditures”). Juno will renounce the Qualifying Expenditures in an amount equal to the Commitment Amount so incurred or deemed to be incurred to the subscribers of the Premium FT Juno Shares with an effective date no later than December 31, 2025.

The Juno Securities will be offered by way of private placement in each of the provinces and territories of Canada in accordance with, and pursuant to applicable exemptions from the prospectus requirements under, applicable Canadian securities laws. The HD Juno Shares will also be offered by way of private placement (i) in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (ii) in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.

Juno is a private company and there is currently no market through which its securities may be sold and investors may not be able to resell the securities purchased under the Juno Offering. The securities issued pursuant to the Juno Offering will be subject to an indefinite statutory hold period, in accordance with applicable Canadian securities laws.

Participation by Key Shareholders

Juno’s strategic investor has indicated that it intends to participate in the Juno Offering, and is expected to acquire up to an additional 2,500,000 common shares of Juno.

Northfield intends to participate in the Juno Offering and acquire 875,000 HD Juno Shares, in order to maintain its pro rata ownership interest in Juno upon the completion of the Juno Offering. The participation by Northfield will constitute a Non-Arm’s Length Transaction (as such term is defined in the policies of the TSX Venture Exchange) and a “related party transaction” under MI 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as Northfield is a control person of Juno (by virtue of having beneficial ownership of common shares of Juno carrying more than 20% of the voting rights attached to all the outstanding voting securities of Juno). However, pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, Northfield will be exempt from obtaining a formal valuation and minority approval of Northfield’s shareholders in respect of the participation in the Juno Offering due to the fair market value of such related party participation being below 25% of Northfield’s market capitalization for the purposes of MI 61-101.

Advisor

Cassels Brock & Blackwell LLP is acting as legal advisor to Juno in connection with the Juno Offering.

About Northfield Capital Corporation

Northfield Capital Corporation is a publicly traded, leading Canadian investment firm with deep roots in resources, mining, aviation, and premium alcoholic beverages. Founded in 1981 by Robert D. Cudney, Northfield combines decades of experience with forward-thinking strategies to unlock opportunities across its diverse portfolio. Northfield is dedicated to fostering growth and innovation in businesses that drive economic prosperity in Canada. For more information, visit www.northfieldcapital.com.

For further information, please contact:

Michael G. Leskovec
Chief Financial Officer
416-628-5940
info@northfieldcapital.com
www.northfieldcapital.com

About Juno Corp.

Juno Corp. is a private Ontario-based exploration company and the largest mineral claim holder in the Ring of Fire. With 5,300 km² of claims, Juno is at the forefront of unlocking the region’s critical mineral and gold potential through innovation, collaboration, and responsible exploration.

For more information, please contact:

Jeremy Niemi
Chief Strategy Officer
416-628-5902
info@junocorp.com
www.junocorp.com

Forward-Looking Information

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable Canadian and United States securities laws.Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects”, or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “does not anticipate”, or “believes” or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, or “will be taken”, “occur”, or “be achieved”. Certain information set forth in this news release may contain forward-looking information that involves substantial known and unknown risks and uncertainties, including, but not limited to, the Juno Offering (including the participation of insiders in the Juno Offering) and the use of proceeds therefrom. The forward-looking information is based on reasonable assumptions and estimates of the management of Northfield and Juno at the time such statements were made and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Northfield and/or Juno to be materially different from those expressed or implied by such forward-looking information, including, as applicable, risks associated with the exploration; future commodity prices; changes in regulations; political or economic developments; environmental risks; permitting timelines; capital expenditures; technical difficulties in connection with exploration activities; employee relations; the speculative nature of mineral including the risks of diminishing quantities of grades of resources, contests over title to properties, Juno’s limited operating history, future capital needs and uncertainty of additional financing, and the competitive nature of the mining industry; the need for Northfield and Juno to manage their respective future strategic plans; global economic and financial market conditions; uninsurable risks; and changes in project parameters as plans continue to be evaluated. Although management of Northfield and Juno has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Although the forward-looking information contained in this news release are based upon what the respective management of Northfield and Juno believes, or believed at the time, to be reasonable assumptions, Northfield and Juno cannot assure shareholders that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. Northfield and Juno do not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking information, except as required by applicable securities law.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.