Mr. Robert Cudney reports
NORTHFIELD DEEPENS STRATEGIC INVESTMENT IN JUNO CORP. BY INCREASING OWNERSHIP TO 34.7%
Northfield Capital Corp. has entered into binding share purchase agreements with five shareholders of Juno Corp., pursuant to which the company has agreed to acquire an aggregate of 8,664,675 common shares of Juno in consideration for the issuance to such shareholders of an aggregate of 6,301,580 Class A restricted voting shares in the capital of the company at a deemed issue price of $5.50 per Class A share. Pursuant to the transactions contemplated in the purchase agreements, each Juno share will be exchanged for 0.727272727 of a Class A share.
As a result of the Juno share acquisition, the company's ownership interest in Juno will increase from approximately 23.7 per cent to approximately 34.7 per cent, representing a step forward in the company's strategy to increase its exposure to Juno and the Ring of Fire, one of North America's most significant critical mineral and precious metal opportunities.
Robert Cudney, president and chief executive officer of the company, commented: "We are pleased to be deepening Northfield's investment in Juno at a time when the Ring of Fire is undergoing a transformation. With drills turning on a $20-million program, roads breaking ground this summer and a new transmission line under development, the long-awaited catalysts for the Ring of Fire are now materializing. Increasing our ownership to nearly 35 per cent reflects our belief that Juno -- as a large mineral claimholder in the Ring of Fire -- is positioned to be a beneficiary of this opportunity, and that its value today understates what lies ahead."
The participation in the Juno share acquisition by John McBride, a director of the company, as described below, constitutes a non-arm's-length transaction (as such term is defined in the policies of the TSX Venture Exchange.
Strategic rationale
Juno is a private Ontario-based exploration company and the largest mineral claimholder in the Ring of Fire -- representing more than 55 per cent of the district on a land position basis. The company's decision to deepen its investment in Juno is driven by a convergence of factors that management believes is creating a compelling and time-sensitive opportunity:
- Exploration momentum: Juno's 2026 exploration campaign represents the most significant drilling commitment in the Ring of Fire in recent memory. Three drill rigs are currently in the field executing a fully financed $20-million, 100-hole program across two district-scale discoveries: the Big Thunder gold district, which hosts the high-grade Pluto and North Edge gold discoveries, and the Vespa critical mineral complex, where resource drilling is advancing toward a maiden resource estimate for a system hosting vanadium, titanium, high-purity iron, scandium and gallium.
- Government infrastructure: The Ring of Fire is entering a defining development phase. Ontario has released an accelerated plan to complete all-season-road construction up to five years ahead of schedule, with road construction beginning in June, 2026, and the first roads opening in November, 2030. Ontario has committed over $1-billion to Ring of Fire road infrastructure and is also advancing a new 230-kilometre Greenstone transmission line through a first nations equity partnership model. These commitments, combined with the historic Ontario-Canada one project, one process, one decision co-operation agreement signed in December, 2025, have fundamentally transformed the Ring of Fire's development timeline.
- Critical mineral alignment: Ontario's recent addition of high-purity iron and aluminum to its critical minerals list and the renewal of its critical mineral strategy reinforce the strategic importance of Juno's Vespa discovery. Ontario now ranks as the top low-risk jurisdiction for mining investment in Canada and second globally.
The Juno share acquisition
The purchase agreements contain customary representations, warranties and agreements, conditions to closing, and other obligations of the parties. Closing of the Juno share acquisition is anticipated to be completed upon the company obtaining the necessary acceptance of the TSX Venture Exchange for the consummation of the transaction and disinterested shareholder approval in accordance with the policies of the TSX-V. The Juno share acquisition will be exempt from prospectus requirements pursuant to Section 2.16 of National Instrument 45-106 (Prospectus Exemptions) (the takeover bid and issuer bid transaction exemption).
Disinterested shareholder approval will be required for the Juno share acquisition under the policies of the TSX-V which Northfield intends to obtain through written consent of disinterested shareholders holding the majority of the voting control of the company. No finders' fees will be paid in connection with the Juno share acquisition.
Pursuant to Policy 5.9 (Protection of Minority Security Holders in Special Transactions) of the TSX-V and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), the transactions contemplated by the purchase agreement entered into between the company and Mr. McBride constitutes a related-party transaction due to the fact that Mr. McBride is an insider of the company. However, the company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 in respect of such transaction, as neither the fair market value of securities acquired from or issued to Mr. McBride (individually or in the aggregate) pursuant to the McBride purchase agreement, nor the fair market value of the transactions contemplated by Mr. McBride's purchase agreement exceeds 25 per cent of the company's market capitalization as determined in accordance with MI 61-101.
About Northfield Capital Corp.
Northfield is a publicly traded Canadian investment and operating company with deep roots in resources, mining, aviation and premium consumer brands. Founded in 1981 by Robert D. Cudney, the company combines over four decades of experience with forward-thinking strategies to unlock opportunities across its diversified portfolio. Northfield is dedicated to fostering growth and innovation in businesses that drive economic prosperity in Canada and abroad. The company's flagship investment, Juno, is the largest mineral claimholder and the most active explorer in the Ring of Fire. True North Airways, the company's wholly owned aviation subsidiary, provides charter, cargo and exploration logistics services across Canada, and is expanding internationally through CNA Aviation Corp. in Central America.
Qualified person
Scott Zelligan, PGeo (PGO No. 2078), director of exploration for Juno, is considered a qualified person for the purposes of National Instrument 43-101 (Standards of Disclosure for Mineral Projects), and has reviewed and approved the scientific and technical disclosure contained in this news release.
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