Northfield Capital Completes Non-Brokered Private Placement
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TORONTO, Dec. 02, 2024 (GLOBE NEWSWIRE) — Northfield Capital Corporation (TSX-V: NFD.A) (the “Company”) is pleased to announce that it completed a non-brokered private placement and issued 107,300 units (“Units”) at a price of $20.00 per Unit for aggregate gross proceeds of $2,146,000 (the “Offering”). Each Unit consists of one class A restricted voting share of the Company (a “Share”) and one share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Share at a price of $25.00 per Share until December 2, 2029, subject to 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.
All securities issued and issuable pursuant to the Offering are subject to a hold period of four months plus one day from the date of closing of the Offering. The Offering is subject to receipt of final approval by the TSX Venture Exchange (the “Exchange”). In connection with the closing of the Offering, the Company paid cash commissions to certain registered representatives.
The securities offered are not 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.
Robert Cudney, Chief Executive Officer and director of the Company, participated in the Offering. The participation by Mr. Cudney is considered a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, such participation is not subject to the minority approval and formal valuation requirements under MI 61-101 since there is an applicable exemption from these requirements as neither the fair market value of the subject matter, nor the fair market value of the consideration for the transaction, insofar as it involves the interested party, exceeded 25% of the Company’s market capitalization. Mr. Cudney disclosed his interest in the Offering to the board of directors of the Company. The Offering was approved unanimously by consent resolution of the board of directors.
The Company intends to file a material change report following the closing of the Offering with details of the participation in the Offering by Mr. Cudney. A material change report was not filed 21 days prior to the closing of the Offering pursuant to MI 61-101, but the Company deemed this timing to be reasonable in the circumstances in order to permit it to be able to avail itself of the financing opportunities and complete the Offering in an expeditious manner.
Early Warning Disclosure
In connection with the closing of the Offering, Mr. Cudney of Toronto, Ontario, an insider of the Company, acquired ownership and control of 6,250 Units for aggregate consideration of $125,000.
Prior to the completion of the Offering, Mr. Cudney owned and controlled an aggregate of 784,602 Shares (of which 485,656 Shares are held by Mr. Cudney directly, and 298,946 Shares are held by Cudney Stables Inc. (“Cudney Stables”), a “joint actor” as defined in National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”)), 3,720 Class B multiple voting shares (“Class B Shares”), and 87,500 convertible securities to acquire an additional 87,500 Shares representing approximately 30.37% of the issued and outstanding Shares and 100% of the issued and outstanding Class B Shares as of November 29, 2024 (or approximately 32.66% of the Shares calculated on a partially diluted basis, assuming the exercise of the 87,500 convertible securities only).
Upon completion of the Offering, Mr. Cudney owns and controls an aggregate of 790,852 Shares (of which 491,906 common shares are owned by Mr. Cudney directly and 298,946 Shares are held by Cudney Stables), 3,720 Class B Shares, and 93,750 convertible securities (inclusive of the 6,250 Warrants acquired in connection with the Offering) to acquire an additional 93,750 Shares representing approximately 29.40% of the issued and outstanding Shares and 100% of the issued and outstanding Class B Shares following closing (or approximately 31.77% of the Shares calculated on a partially diluted basis, assuming the exercise of the 93,750 convertible securities only).
The Units purchased by Mr. Cudney were acquired in the Offering and such purchases did not take place through the facilities of any market for the Company’s securities. The acquisition of the Units by Mr. Cudney was effected for investment purposes and Mr. Cudney may increase or decrease his investments in the Company at any time, or continue to maintain his current investment position, depending on market conditions or any other relevant factor. The Units were acquired by Mr. Cudney pursuant to a prospectus exemption contained in Section 2.3 of National Instrument 45-106 on the basis that Mr. Cudney is an “accredited investor” as defined therein.
This portion of this new release is issued pursuant to NI 62-103, which also requires an early warning report for Mr. Cudney to be filed on SEDAR+ (www.sedarplus.com) containing additional information with respect to the foregoing matters. A copy of the related early warning report may be obtained on the Company’s SEDAR+ profile or by contacting Michael Leskovec, on behalf of Mr. Cudney, in accordance with the contact information provided below.
About Northfield Capital Corporation
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, CPA, CA
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 receipt of Exchange approval of the Offering. 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.
