Mr. Michael Leskovec reports
JUNO ANNOUNCES $18 MILLION FULLY ALLOCATED NON-BROKERED PRIVATE PLACEMENT WITH PARTICIPATION FROM NORTHFIELD CAPITAL AND STRATEGIC INVESTOR
Northfield Capital Corp. investment Juno Corp. will be undertaking a fully allocated non-brokered private placement to raise aggregate gross proceeds of $18-million through the sale of a combination of: (i) common shares of Juno (HD
Juno
shares), to be issued on a non-flow-through basis at a price of $4 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) (FT Juno shares) at a price of $4.50 per FT Juno share; and (iii) common shares of Juno that will qualify as flow-through shares as defined in Subsection 66(15) of the tax Act (premium
FT Juno shares) at a price of $5.60 per premium FT Juno share. Northfield has an approximately 24-per-cent 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 finance 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 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 expenditures as defined in Subsection 103(4.1) of the Taxation Act, 2007 (Ontario), for certain qualifying individuals. 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 Dec. 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 U.S. Securities Act of 1933, as amended; 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 2.5 million 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, as Northfield is a control person of Juno (by virtue of having beneficial ownership of common shares of Juno carrying more than 20 per cent 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 per cent of Northfield's market capitalization for the purposes of MI 61-101.
Adviser
Cassels Brock & Blackwell LLP is acting as legal adviser to Juno in connection with the Juno offering.
About Northfield Capital Corp.
Northfield Capital 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.
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