Northfield Announces Upsized Brokered Financing of up to $15 Million

Core Viewpoint - Northfield Capital Corporation has announced an increase in its brokered financing offering to a total of up to $15,000,000 due to strong investor demand, with each unit priced at $5.50 and including a share and a warrant [1][3]. Financing Details - The offering will consist of units priced at $5.50 each, comprising one class A restricted voting share and one share purchase warrant, with the warrant allowing the purchase of an additional share at $7.50 for three years [1]. - The net proceeds from the offering will be allocated for operational expenditures and general corporate purposes, with the closing expected around December 9, 2025, pending approval from the TSX Venture Exchange [3]. Agents and Commissions - Integrity Capital Group Inc. is the lead agent and sole bookrunner for the offering, and the company will pay a cash commission and issue compensation options to the agents involved [2]. Regulatory Compliance - The units will be offered under the Listed Issuer Financing Exemption, allowing sales to purchasers in Canada (excluding Québec) and other qualifying jurisdictions without a hold period in Canada [4]. Insider Participation - Certain insiders, including Mr. Robert Cudney, may participate in the offering, which is classified as a related party transaction but is expected to be exempt from formal valuation and minority shareholder approval requirements [6][10]. Class B Share Issuance - The company plans to issue up to 1,192 additional Class B multiple voting shares to Mr. Cudney at a price of $6.40 per share, totaling gross proceeds of up to $7,629, in addition to previously proposed shares [7]. - This issuance aims to maintain Mr. Cudney's voting interest following the offering, as he currently holds approximately 39.6% of the total voting power [8]. Legal and Advisory Support - Cassels Brock & Blackwell LLP is serving as legal advisor to Northfield Capital, while Bennett Jones LLP is advising the agents involved in the offering [11]. Company Overview - Northfield Capital Corporation is a publicly traded investment firm with a focus on resources, mining, aviation, and premium alcoholic beverages, founded in 1981 [12].