Northfield Capital Announces Agreements to Acquire Additional Interest in Juno Corp., Completion of Acquisition of Remaining Minority Interest of Northfield Aviation and Proposed Issuance of Class B Multiple Voting Shares

Core Points - Northfield Capital Corporation has entered into binding share purchase agreements to acquire 5,123,044 common shares of Juno Corp in exchange for 3,725,848 class A restricted voting shares [1] - The exchange ratio for the Juno shares is set at 0.727272727 of a Class A Share for each Juno Share [1] - The acquisition of Northfield Aviation Group Inc. by Spruce Goose Aviation Inc. has been completed, resulting in 100% ownership [2][3] - A proposed issuance of 4,968 Class B multiple voting shares to Mr. Robert Cudney at a price of $6.00 per share is intended to maintain his voting interest post-acquisition [4][8] - The Juno Share Acquisition is subject to disinterested shareholder approval and is exempt from prospectus requirements [5] - The transactions involving Mr. Cudney are classified as related party transactions under TSXV policies, but exemptions apply due to the fair market value being below 25% of the company's market capitalization [6][11] Company Actions - The Juno Share Acquisition is anticipated to close upon obtaining necessary shareholder approvals [5] - The Class B Share Issue is subject to TSXV approval and will be used for working capital and general corporate purposes [9] - The Class B Shares issued will be subject to a hold period of four months plus one day from the closing date [9] Ownership and Control - Mr. Cudney currently holds approximately 39.6% of the total voting power of the company through Class B Shares [8] - The issuance of Class B Shares is aligned with shareholder resolutions from December 1986, allowing the board to issue additional shares to maintain voting power [8]