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Northfield Capital Corp
Symbol NFD
Shares Issued 20,704,780
Close 2026-04-02 C$ 5.35
Market Cap C$ 110,770,573
Recent Sedar+ Documents

Northfield closes acquisition of 8.66M Juno shares

2026-04-02 18:40 ET - News Release

Mr. Robert Cudney reports

NORTHFIELD CAPITAL COMPLETES ACQUISITION OF ADDITIONAL INTEREST IN JUNO CORP. AND ANNOUNCES ISSUANCE OF CLASS B MULTIPLE VOTING SHARES

Northfield Capital Corp. has completed its previously announced transaction to acquire an aggregate of 8,664,675 common shares of Juno Corp. in accordance with the terms of the share purchase agreements entered into with five shareholders of Juno. In consideration for the Juno shares acquired, the company issued to such shareholders 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 for an aggregate transaction value of $34,658,690. As a result of the share acquisition announced today, Northfield's ownership interest in Juno increases from approximately 23.7 per cent to approximately 34.7 per cent. The Juno share acquisition was previously announced on March 31, 2026.

Separately, the company announces the proposed issuance of an aggregate of 8,263 Class B multiple voting shares of the company to Robert Cudney, the president, chief executive officer and a director of the company, on a non-brokered private placement basis, at a price of $5.20 per Class B share, for aggregate gross proceeds of $42,967.60 for Mr. Cudney to maintain his pro rata voting interest in respect of the Class B shares following the completion of the Juno share acquisition.

As of immediately prior to closing of the Juno share acquisition, Mr. Cudney beneficially owned, or exercised control and direction over, Class B shares, representing approximately 39.6 per cent of the total voting power represented by the issued and outstanding voting securities of the company. The Class B share issue is being undertaken to allow Mr. Cudney to maintain the total voting power represented by the Class B shares held by Mr. Cudney immediately prior to the closing of the Juno share acquisition. The Class B shares are being issued in accordance with the resolutions of the shareholders of the company passed at the meeting of shareholders of the company held in December, 1986, which authorized the board of directors of the company to issue additional Class B shares to Mr. Cudney at an issue price equal to the market price of the Class A restricted voting shares of the company on the day before the board approves such issuance.

The Class B share issue remains subject to approval by the TSX-V. All securities issued and issuable pursuant to the Class B share issue will be subject to a hold period of four months plus one day from the date of closing of the Class B share issue.

The company intends to use the net proceeds of the Class B share issue for working capital and general corporate purposes.

TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101

Mr. Cudney is the president, chief executive officer and a director of the company, and, accordingly, is a non-arm's-length party (as such term is defined in the policies of the TSX-V) in relation to the company and a related party of the company pursuant to MI 61-101.

The participation in the Class B share issue by a related party of the company constitutes a related-party transaction as defined under MI 61-101 and Policy 5.9 (Protection of Minority Security Holders in Special Transactions) of the TSX-V. However, pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the company is exempt from obtaining a formal valuation and minority approval of the company's shareholders in respect of the Class B share issue due to the fair market value of the related-party participation being below 25 per cent of the company's market capitalization for the purposes of 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.

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