Not for distribution to U.S. Newswire Services or for release, publication, distribution or dissemination directly or indirectly, in whole or in part, in or into the United States.
TORONTO, May 27, 2025 (GLOBE NEWSWIRE) — Northfield Capital Corporation (TSX-V: NFD.A) (the “Company”) announces that it has entered into binding share purchase agreements (the “Purchase Agreements”) with five shareholders of Juno Corp. (“Juno”) pursuant to which the Company has agreed to acquire an aggregate of 5,123,044 common shares of Juno (“Juno Shares”) in consideration for the issuance to such shareholders of an aggregate of 3,725,848 class A restricted voting shares in the capital of the Company (the “Class A Shares”). Pursuant to the transactions contemplated in the Purchase Agreements (collectively, the “Juno Share Acquisition”), each Juno Share will be exchanged for 0.727272727 of a Class A Share. The participation in the Juno Share Acquisition by Mr. Robert Cudney, the President, Chief Executive Officer and 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 (the “TSXV”)).
The Company also announces that, further to its news release of May 5, 2025, its wholly-owned subsidiary, Spruce Goose Aviation Inc. (“Spruce Goose”), has completed the acquisition (“Northfield Aviation Acquisition”) of all of the shares (the “Purchased Shares”) of Northfield Aviation Group Inc. (“Northfield Aviation”) not already owned by Spruce Goose.
Following the completion of the Northfield Aviation Acquisition, Spruce Goose holds a 100% ownership interest in Northfield Aviation. The Northfield Aviation Acquisition was completed in accordance with the terms of the share purchase agreement dated May 5, 2025, between Spruce Goose and Iain Hayden. In consideration for the Purchased Shares, the Company issued to Mr. Hayden 60,000 Class A Shares (which shares are not subject to resale restrictions under applicable Canadian securities laws).
Separately, the Company is pleased to announce the proposed issuance of an aggregate of 4,968 Class B multiple voting shares of the Company (the “Class B Shares”) to Mr. Robert Cudney, the President, Chief Executive Officer and a director of the Company, on a non-brokered private placement basis at a price of $6.00 per Class B Share, for aggregate gross proceeds of $29,808 (the “Class B Share Issue”) in order 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 and the Northfield Aviation Acquisition.
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 disinterested shareholder approval in accordance with the policies of the TSXV. The Juno Share Acquisition will be exempt from prospectus requirements pursuant to Section 2.16 of National Instrument 45-106 – Prospectus Exemptions (the take-over bid and issuer bid transaction exemption).
MI 61-101 and TSXV Policy 5.9
Pursuant to Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSXV and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the transactions contemplated by the Purchase Agreement entered into between the Company and Mr. Robert Cudney (the “Cudney Purchase Agreement”) constitutes a “related party transaction” due to the fact that Mr. Cudney is an insider of the Company and has beneficial ownership of, or control or direction over, securities of the Company carrying more than 10% of the voting rights attached to all the outstanding voting securities 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. Cudney (individually or in the aggregate) pursuant to the Cudney Purchase Agreement, nor the fair market value of the transactions contemplated by the Cudney Purchase Agreement, exceeds 25% of the Company’s market capitalization as determined in accordance with MI 61-101. Disinterested shareholder approval will be required for the Juno Share Acquisition under the policies of the TSXV.
Class B Share Issue
As of the date hereof, Mr. Cudney beneficially owns, or exercises control and direction over, Class B Shares representing approximately 39.6% 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 and the Northfield Aviation 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 (the “Board”) 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 TSXV. 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.
TSXV Policy 5.9 and MI 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 TSXV) 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 TSXV. 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% of the Company’s market capitalization for the purposes of MI 61-101.
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
Forward-Looking Information and Other Disclaimers
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking information”) within the meaning of applicable securities laws including, but not limited to, statements with respect to the Juno Share Acquisition, the Class B Share Issue (including, the anticipated closing dates thereof and the securities laws expected to be applicable thereto) and the receipt of disinterested shareholder approval for the Juno Share Acquisition. 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. Forward-looking information is 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 information are based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct.
Since forward-looking 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.ca. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking information included in this news release are expressly qualified by this cautionary statement. The forward-looking information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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 news 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.
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 news release.
