TORONTO, Dec. 11, 2025 (GLOBE NEWSWIRE) -- Northfield Capital Corporation (TSXV:NFD) (the "Company" or "Northfield") is pleased to announce the closing of its previously announced, upsized brokered financing (the "Offering") of 2,727,272 units of the Company (the "Units") at a price of $5.50 per Unit for aggregate gross proceeds of $15 million. Each Unit consists of one class A restricted voting share of the Company (a "Share" or "Class A Share") and one Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Share at an exercise price of $7.50 per Share at any time from February 9, 2026 until December 10, 2028, subject to adjustment in certain events.
Integrity Capital Group Inc. (the "Agent") acted as the sole agent and bookrunner under the Offering. In connection with the Offering and as consideration for its services, the Company paid to the Agent, and certain selling group members, a cash commission and issued to the Agent, and certain selling group members, 120,000 non-transferrable compensation options of the Company (the "Compensation Options"). Each Compensation Option entitles the holder thereof to acquire one Share at a price of $5.50 per Share at any time on or before December 10, 2028, subject to adjustment in certain events.
The net proceeds from the Units issued under the Offering will be used to fund operational expenditures and for general corporate purposes.
Robert Cudney, President and Chief Executive Officer of the Company, noted, "We are grateful for the strong support from investors and thank all the advisors involved in completing this financing. This capital strengthens Northfield's position as we continue to build long-term shareholder value."
The Units were 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"), and will not be subject to a hold period under Canadian securities laws. An amended and restated offering document dated December 1, 2025 related to the Offering can be accessed under the Company's issuer profile at www.sedarplus.ca and at the Company's website at www.northfieldcapital.com.
MI 61-101 and TSXV Policy 5.9
Mr. Robert Cudney, the President, Chief Executive Officer and a director of the Company, Mr. Michael Leskovec, the Chief Financial Officer of the Company, and Mr. Eric Klein, a director of the Company, each participated in the Offering. The participation in the Offering of such insiders constitutes 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 TSX Venture Exchange (the "Exchange"). However, the participation by such insiders of the Company in the Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the subject matter, nor the fair market value of the consideration for the Units, insofar as it involves such insiders, exceeded 25% of the Company's market capitalization for the purposes of MI 61-101. The exact extent of participation by insiders of the Company in the Offering was not determined sufficiently in advance of the anticipated closing date thereof, and accordingly, the Company did not file a material change report relating to the Offering less than 21 days before the closing of the Offering, which it deemed reasonable and necessary in the circumstances to meet the Company's capital requirements.
Class B Share Issue
In connection with the closing of the Offering, the Company has also issued to Mr. Robert Cudney, the President, Chief Executive Officer and a director of the Company, an aggregate of 3,580 additional Class B multiple voting shares of the Company (the "Class B Shares", and together with the Class A Shares, the "Northfield Shares") on a non-brokered private placement basis at an issue price of $6.40 per share (in respect of 1,192 Class B Shares) and an issue price of $6.20 per share (in respect of 2,388 Class B Shares), for gross proceeds of $22,434.40 (the "Class B Share Issue").
Immediately prior to the Class B Share Issue, Mr. Cudney beneficially owned, or exercised 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. As a result of the Class B Share Issue, Mr. Cudney continues to beneficially own, or exercise 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. This does not account for any Class A Shares or other convertible securities held by Mr. Cudney. The Class B Share Issue was ...
