Northfield Capital Corporation (TSX-V: NFD.A) (the
“
Company”) is pleased to announce that it
completed on July 18, 2024 its previously announced non-brokered
private placement and issued 368,500 units
(“
Units”) at a price of $20.00 per Unit for
aggregate gross proceeds of $7,367,000 (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 July 18, 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.
Certain insiders of the Company participated in
the Offering. The participation by the insiders 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. Each of the insiders disclosed their 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 related parties. 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,
Robert Cudney of Toronto, Ontario, the President, Chief Executive
Officer, director and insider of the Company, acquired ownership
and control of 22,500 Units for aggregate consideration of $450,000
and Orion Capital Incorporated (“Orion”), located
in Toronto, Ontario, an insider of the Company, acquired ownership
and control of 2,500 Units for aggregate consideration of
$50,000.
Prior to the Offering:
- Mr.
Cudney owned and controlled, directly or beneficially, an aggregate
of 762,102 Shares, 3,720 Class B multiple voting shares
(“Class B Shares”), and 65,000 convertible
securities to acquire an additional 65,000 Shares representing
approximately 34.41% of the issued and outstanding Shares and 100%
of the issued and outstanding Class B Shares as of July 17, 2024
(or approximately 36.28% of the Shares calculated on a partially
diluted basis, assuming the exercise of the 65,000 convertible
securities).
- Orion
owned and controlled, directly 394,712 Shares. Orion is controlled
by joint actors, Maryke Ballard (a director of the Company) and
Renee Ballard, who hold 12,082 Shares and 6,588 Shares,
respectively, and together with Orion representing in the aggregate
413,382 Shares. Ms. M. Ballard owns 15,000 convertible securities
to acquire an additional 15,000 Shares. The combined holdings
represent approximately 18.66% of the issued and outstanding Shares
as of July 17, 2024 (or approximately 19.21% of the Shares
calculated on a partially diluted basis, assuming the exercise of
the 15,000 convertible securities).
Following the completion of the Offering,
- Mr.
Cudney owns and controls, directly or beneficially, an aggregate of
784,602 Shares, 3,720 Class B Shares, and 87,500 convertible
securities (inclusive of the 22,500 Warrants acquired in connection
with the Offering) to acquire an additional 87,500 Shares
representing approximately 30.37% of the issued and outstanding
Shares, 100% of the issued and outstanding Class B Shares and 6.11%
of the issued and outstanding Warrants following closing (or
approximately 32.66% of the Shares calculated on a partially
diluted basis, assuming the exercise of the 87,500 convertible
securities).
- Orion,
collectively with its joint actors, owns and controls, directly or
beneficially, an aggregate of 415,882 Shares and 17,500 convertible
securities (inclusive of the 2,500 Warrants acquired in connection
with the Offering), to acquire an additional 17,500 Shares
representing approximately 16.10% of the issued and outstanding
Shares and 0.68% of the issued and outstanding Warrants following
closing (or approximately 16.66% of the Shares calculated on a
partially diluted basis, assuming the exercise of the 17,500
convertible securities).
The Units purchased by Mr. Cudney and Orion 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 each of Mr. Cudney and Orion was
effected for investment purposes and each of Mr. Cudney and/or
Orion may increase or decrease his/its investments in the Company
at any time, or continue to maintain his/its current investment
position, depending on market conditions or any other relevant
factor. The Units were acquired by each of Mr. Cudney and Orion
pursuant to a prospectus exemption contained in Section 2.3 of
National Instrument 45-106 on the basis that Mr. Cudney and Orion
are each an “accredited investor” as defined therein.
This portion of this new release is issued
pursuant to National Instrument 62-103 – The Early Warning System
and Related Take-Over Bid and Insider Reporting Issues, which also
requires an early warning report for each of Mr. Cudney and Orion
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,
and Morris Prychidny, on behalf of Orion, at (416) 351-9292.
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, Chief Financial OfficerTelephone: (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.