TORONTO, May 05, 2025 (GLOBE NEWSWIRE) — Northfield Capital Corporation (TSX-V: NFD.A) (“Northfield” or the “Corporation”) is pleased to announce that its wholly-owned subsidiary, Spruce Goose Aviation Inc. (“Spruce Goose”), has entered into a share purchase agreement dated May 5, 2025 (the “Share Purchase Agreement”) with Iain Hayden (the “Vendor”), to acquire all of the shares (the “Purchased Shares”) of Northfield Aviation Group Inc. (“Northfield Aviation”) not already owned by Spruce Goose. In consideration for the Purchased Shares, Spruce Goose will cause the Corporation to issue to the Vendor 60,000 Class A restricted voting shares of the Corporation (the “Consideration Shares”), at a deemed issue price of C$5.23 per share.
Northfield Aviation is an indirect subsidiary of the Corporation, in which Spruce Goose already holds a majority (91%) voting ownership interest, and the Purchased Shares (being, an aggregate of 9,357 Class A common shares and 22,303 Class B common shares in the capital of Northfield Aviation) represent the remaining 9% voting ownership interest in Northfield Aviation not already owned by the Purchaser. Upon completion of the Proposed Transaction, the Purchaser will hold a 100% ownership interest in Northfield Aviation.
Completion of the transactions contemplated by the Share Purchase Agreement (collectively, the “Proposed Transaction”) remains subject to a number of conditions, including the approval of the TSX Venture Exchange (the “TSXV”), and the satisfaction of other customary closing conditions. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Subject to the satisfaction and/or waiver of all closing conditions, the Proposed Transaction is expected to be completed on or about May 8, 2025. The Consideration Shares are not subject to resale restrictions under applicable Canadian securities laws.
TSXV Policy 5.9 and MI 61-101
The Vendor is a director of Northfield Aviation, and accordingly, is a Non-Arm’s Length Party (as such term is defined in the policies of the TSXV) in relation to the Corporation and a “related party” of the Corporation pursuant to Multilateral Instrument – 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
The issuance of the Consideration Shares to the Vendor constitutes a “related party transaction” within the meaning of MI 61-101 and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSXV (“Policy 5.9”) (which incorporates the requirements of MI 61-101). However, the Corporation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as, at the time the Proposed Transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration to be delivered by the Corporation for, the Proposed Transaction, exceeded 25% of the Corporation’s market capitalization.
About Northfield Capital Corporation
Northfield Capital Corporation is a publicly traded, leading Canadian investment firm with deep roots in resources, mining, aviation, and premium alcoholic beverages. Founded in 1981 by Robert D. Cudney, Northfield combines decades of experience with forward-thinking strategies to unlock opportunities across its diverse portfolio. Northfield is dedicated to fostering growth and innovation in businesses that drive economic prosperity in Canada. For more information, visit northfieldcapital.com.
For further information, please contact:
Michael G. Leskovec, CPA, CA
Chief Financial Officer
Telephone: (416) 628-5940
Forward-Looking Information
Forward-looking information is included in this news release. Forward-looking information is identified by the use of terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and “should” and similar terms and phrases, including references to assumptions. Such information may involve but are not limited to, statements with respect to the Proposed Transaction, as well as the anticipated timing for the completion of the Proposed Transaction. Forward-looking information, by their nature, are based on assumptions and are subject to important risks and uncertainties. Any forecasts, predictions or forward-looking information cannot be relied upon due to, among other things, changing external events and general uncertainties of the business and its corporate structure. Results indicated in forward-looking information may differ materially from actual results for a number of reasons. The forward-looking information contained herein are subject to change. However, Northfield disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
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.
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