Northfield Capital Announces Proposed $5 Million Non-Brokered Private Placement and Proposed Share Split

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TORONTO, June 12, 2024 (GLOBE NEWSWIRE) — Northfield Capital Corporation (TSX-V: NFD.A) (the “Company”) is pleased to announce a non-brokered private placement of a minimum of 250,000 units of the Company (the “Units”) at a price of $20.00 per Unit for aggregate gross proceeds of at least $5,000,000 (the “Offering”). Each Unit will consist of one class A restricted voting share of the Company (a “Share”) and one-half of one share purchase warrant (each whole share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Share at $25.00 per Share for a period of five (5) years following the closing date of the Offering. The Warrants will contain an acceleration clause whereby, after the expiration of the statutory hold period, if the Shares trade at a volume weighted average price of $50.00 or more for 20 consecutive trading days, the Company will have the right to accelerate the exercise period to a period ending at least 30 days from the date that notice of such acceleration is provided to the holders of the Warrants.

The Company intends to use the net proceeds of the Offering to fund operational expenditures, retire existing debts and for general corporate purposes.

Closing of the Offering is anticipated to occur on or about June 27, 2024 or such other date or dates as the Company may determine. All securities issued and issuable pursuant to the Offering will be subject to a hold period of four months plus one day from the date of closing of the Offering. The Offering is subject to approval by the TSX Venture Exchange (the “Exchange”).

The Company may pay a cash commission in an amount representing 6.0% of the gross proceeds of certain purchasers of Units arranged by registered representatives of the Company.

The securities offered will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent a registration statement or an applicable exemption from the registration requirements. The press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

The Company anticipates that certain “related parties” of the Company will participate in the Offering for up to an aggregate of $3,000,000. The participation in the Offering of such “related parties” will constitute a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company expects that the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the related parties nor the consideration being paid by related parties will exceed 25% of the Company’s market capitalization.

In addition, the Company is pleased to announce that it intends to seek approval from the Company’s shareholders to complete a share split (the “Share Split”) at its Annual General and Special Meeting of shareholders to be held on Thursday, June 27, 2024. The Share Split is subject to shareholder approval and acceptance of the Exchange.

Management believes that proceeding with the Share Split is in the best interests of the Company’s shareholders as it is expected to provide the Company with a share capital structure that may better attract capital financing and enhance future growth opportunities. The implementation of the Share Split would not affect the total shareholders’ equity of the Company or any components of shareholders’ equity as reflected on the Company’s financial statements except: (i) to change the number of issued and outstanding Shares and multiple voting shares; and (ii) to change the number of outstanding stock options, as well as their relative exercise prices, to reflect 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 anticipated use of proceeds and the quantum and anticipated closing of the Offering, the completion of the proposed Share Split and the receipt of Exchange approval of the Offering and the Share Split. 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.