TORONTO, Dec. 01, 2025 (GLOBE NEWSWIRE) -- Northfield Capital Corporation (TSXV:NFD) (the "Company") is pleased to announce that, as a result of strong investor demand, the Company has increased the size of its previously announced brokered financing (as upsized, the "Offering") of units of the Company (the "Units"), which will now be completed for aggregate gross proceeds of up to $15,000,000. Each Unit will be issued at a price of $5.50 per Unit (the "Issue Price") and will consist of one class A restricted voting share of the Company (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional Share at an exercise price of $7.50 per Share for a period of three (3) years.
Integrity Capital Group Inc. is acting as lead agent and sole bookrunner under the Offering on behalf of a syndicate of agents (collectively, the "Agents"). In connection with the Offering, the Company will pay to the Agents a cash commission and issue to the Agents compensation options of the Company, all upon the terms described in the news release of the Company dated November 19, 2025 (the "Announcement News Release").
The net proceeds from the Units issued under the Offering will be used to fund operational expenditures and for general corporate purposes. Closing of the Offering is expected to occur on or about December 9, 2025 or such other date(s) as the Company and the Agents may determine. Closing remains subject to the approval of the TSX Venture Exchange (the "Exchange").
The Units will be offered pursuant to Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"), to purchasers resident in the provinces of Canada (other than Québec), and in other qualifying jurisdictions outside of Canada that are mutually agreed to by the Company and Agents pursuant to relevant prospectus or registration exemptions in accordance with applicable laws. The Units issued under the Listed Issuer Financing Exemption will not be subject to a hold period in Canada.
There is an amended and restated offering document (the "A&R Offering Document") related to the Offering that can be accessed under the Company's issuer profile at www.sedarplus.ca and at the Company's website at www.northfieldcapital.com. Prospective investors in the Offering should read the A&R Offering Document before making any investment decision.
MI 61-101 and TSXV Policy 5.9
As announced previously, it is anticipated that certain insiders of the Company may participate in the Offering. The participation in the Offering of such insiders will constitute a "related party transaction" as defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9, Protection of Minority Security Holders in Special Transactions of the Exchange. However, the Company expects that any participation by the insiders of the Company in the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, ...
