Northfield Closes $15 Million Brokered Financing

Core Viewpoint - Northfield Capital Corporation has successfully closed an upsized brokered financing, raising $15 million through the issuance of 2,727,272 units at a price of $5.50 per unit, which will be used for operational expenditures and general corporate purposes [1][3]. Financing Details - The offering consisted of units that include one Class A restricted voting share and one share purchase warrant, with the warrants allowing the purchase of additional shares at an exercise price of $7.50 from February 9, 2026, until December 10, 2028 [1]. - Integrity Capital Group Inc. acted as the sole agent and bookrunner for the offering, receiving a cash commission and 120,000 non-transferable compensation options [2]. Insider Participation - Key insiders, including the President and CEO Robert Cudney, participated in the offering, which is classified as a related party transaction under MI 61-101 but is exempt from formal valuation and minority shareholder approval requirements [4][8]. - Cudney received an additional 3,580 Class B multiple voting shares at prices of $6.40 and $6.20 per share, totaling gross proceeds of $22,434.40 [5]. Shareholder Voting Power - Prior to the transactions, Cudney controlled approximately 39.6% of the total voting power of the company, and this percentage remained unchanged following the Class B share issuance [6]. - After the transactions, Cudney and Cudney Stables control approximately 54.9% of the voting power represented by the Northfield shares [13]. Regulatory Compliance - The offering and Class B share issuance are subject to final acceptance by the TSX Venture Exchange [9]. - The transactions were conducted in compliance with applicable securities laws, including the National Instrument 62-103 for early warning disclosures [15]. 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 [18].