Northfield Capital Announces 2024 AGM Results

TORONTO, June 27, 2024 (GLOBE NEWSWIRE) — Northfield Capital Corporation (TSX-V: NFD.A) (the “Company”) is pleased to announce the results of voting at its annual and special meeting of holders of Class A restricted voting shares (the “Class A Subordinate Voting Shares”) and Class B multiple voting shares (the “Class B Multiple Voting Shares”, and together with the Class A Subordinate Voting Shares, the “Shares”) which was held today (the “Meeting”). All matters submitted to shareholders for approval as set out in the Company’s Notice of Meeting and Information Circular (the “Circular”), both dated May 21, 2024, were approved by the requisite majority of votes cast at the Meeting.

Election of Directors

Each of the incumbent members of the board of directors (the “Board”), being Maryke Ballard, Robert Cudney, John McBride, Thomas Pladsen, Morris Prychidny and Ernie Eves, were re-elected.

Re-Appointment of Auditor

MNP LLP was re-appointed auditors of the Company for the ensuing year at the remuneration to be fixed by the directors.

Omnibus Equity Incentive Plan

Shareholders approved the Company’s proposed Omnibus Equity Incentive Plan (the “Incentive Plan”), pursuant to which the Board may, from time to time, grant awards to executive officers, directors, employees and consultants of the Company. The purpose of the Incentive Plan is: (a) to increase the interest in the Company’s welfare of those eligible participants, who share responsibility for the management, growth and protection of the business of the Company or a subsidiary thereof; (b) to provide an incentive to participants to continue their services for the Company or a subsidiary and to encourage participants whose skills, performance and loyalty to the objectives and interests of the Company or a subsidiary are necessary or essential to its success, image, reputation or activities; (c) to reward participants for their performance of services while working for the Company or a subsidiary; and (d) to provide a means through which the Company or a subsidiary may recruit and retain key talent.

The Incentive Plan provides for the issuance of options, restricted share units and/or deferred share units (“Awards”). Subject to adjustments as provided for under the Incentive Plan, the maximum number of Class A Subordinate Voting Shares available for issuance at any time pursuant to outstanding Awards under or governed by the Incentive Plan shall be equal to 10% of the issued and outstanding Class A Subordinate Voting Shares as at the date of any grant.

The Incentive Plan was conditionally approved by the TSX Venture Exchange (the “TSXV”) on May 17, 2024 and remains subject to final acceptance of the TSXV.

Name Change

A special resolution to amend to the articles of the Company to effect a change of its name from “Northfield Capital Corporation” to “Northfield & Company Inc.”, or such other name as the Board in its discretion may resolve and as may be acceptable to applicable regulatory authorities, including the TSXV (the “Name Change”) was approved by the requisite 66⅔% of the votes cast by holders of Shares (voting as a single class) present in person or by Proxy at the Meeting. To date, the Board has not yet opted to proceed with the Name Change.

Share Split

In addition, the special resolution to amend its articles to give effect to a share split of the Shares on the basis of up to twenty (20) post-split Shares for each one (1) pre-split Share, as determined by the Board, in its sole discretion (the “Share Split”) was approved by the requisite 66⅔% of the votes cast by holders of Shares (voting separately as a class) present in person or by Proxy at the Meeting. To date, the Board has not yet opted to proceed with the Share Split.

The Company is a value-based investment and merchant banking company focused on the resource (critical minerals and precious metals) and transportation sectors.

For further information, please contact:

Michael G. Leskovec, Chief Financial Officer
Telephone: (416) 628-5940

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 press release.

Forward Looking Statements

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws including, but not limited to, the completion of the proposed Name Change and Share Split and the receipt of Exchange approval of the Incentive Plan, Share Split and Name Change. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors which could materially affect such forward-looking information are described in the risk factors in the Company’s most recent annual management’s discussion and analysis that is available on the Company’s profile on SEDAR+ at www.sedarplus.com. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this press release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.