Core Viewpoint - The recent Cooperation Agreement between the federal and provincial governments aims to streamline the regulatory process for resource development in Ontario's Ring of Fire mineral region, committing to a "One Project, One Review, One Decision" framework [1][2]. Group 1: Agreement Details - The agreement establishes a framework where the federal Impact Assessment Agency of Canada (IAAC) will align its environmental reviews with provincial assessments, specifically committing to complete reviews for the Ring of Fire road infrastructure by June 2026 [2][3]. - This initiative is seen as a significant step towards responsible resource development in Northern Ontario, highlighting the strategic importance of the Ring of Fire's untapped mineral resources [3][4]. Group 2: Strategic Implications - The Ring of Fire region contains critical minerals essential for the global energy transition, including titanium, vanadium, nickel, copper, and rare earth elements, positioning companies like Juno to benefit from improved infrastructure access [4][5]. - Juno Corp. holds extensive mineral exploration properties in the region, with 5,300 square kilometers of claims, representing over 52% of the district, which enhances its potential for economic mineral development [6]. Group 3: Company Profiles - Northfield Capital Corporation is a publicly traded investment firm with a significant ownership position in Juno, viewing the acceleration of Ring of Fire infrastructure development as a positive catalyst for its investment strategy [5][7]. - Juno Corp. is the largest mineral claim holder in the Ring of Fire, focusing on responsible exploration and collaboration with local First Nations communities to foster economic participation [6].

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].

Core Insights - Northfield Capital Corporation and Juno Corp. announced a Community Partnership Agreement with Marten Falls First Nation and the Province of Ontario to advance the Marten Falls Community Access Road and community infrastructure investments, marking a significant step in developing the Ring of Fire mineral district [1][2][5] Infrastructure Development - The Marten Falls Community Access Road will provide all-season access to Marten Falls First Nation, which is currently only accessible by winter road or air, limiting development opportunities [2][3] - The Agreement allocates up to $39.5 million for community infrastructure and supports the construction of the access road [2] - The road is part of the Northern Road Link infrastructure plan, connecting key First Nations and the Ring of Fire to the provincial highway system [3] Mineral Exploration and Economic Impact - Juno Corp. holds over 5,300 square kilometers of mineral claims in the Ring of Fire, representing over 52% of the district, and has made significant discoveries in critical minerals and gold [4][9] - The development of the Ring of Fire is expected to create 70,000 new jobs in Ontario, highlighting its strategic importance for both Canadian and U.S. economies [6] Future Plans - Marten Falls First Nation plans to submit an environmental assessment for the access road by February 20, 2026, with construction aimed to start by August 2026 [5] - Immediate resource flow for urgent community priorities will begin this season via winter roads [5]

Core Viewpoint - Juno Corp. is conducting a non-brokered private placement to raise $18 million through the sale of various types of common shares, with Northfield Capital Corporation intending to maintain its ownership stake in Juno [1][2][6]. Group 1: Juno Offering Details - The Juno Offering will consist of three types of shares: HD Juno Shares at $4.00 each, FT Juno Shares at $4.50 each, and Premium FT Juno Shares at C$5.60 each [1]. - The net proceeds from the HD Juno Shares will be allocated for operational expenditures and general corporate purposes, while proceeds from FT and Premium FT Juno Shares will fund Canadian exploration expenses [2]. - The offering will be conducted in compliance with Canadian securities laws and will also be available to U.S. investors under specific exemptions [3]. Group 2: Participation and Ownership - Northfield Capital Corporation plans to acquire 875,000 HD Juno Shares to maintain its approximately 24% ownership interest in Juno [1][6]. - Juno's strategic investor is expected to acquire up to an additional 2,500,000 common shares as part of the offering [5]. - Northfield's participation is classified as a Non-Arm's Length Transaction, exempting it from certain regulatory requirements due to the fair market value being below 25% of its market capitalization [6]. Group 3: Company Background - Northfield Capital Corporation is a publicly traded investment firm with a focus on resources, mining, aviation, and premium alcoholic beverages, established in 1981 [8]. - Juno Corp. is a private exploration company based in Ontario, holding the largest mineral claims in the Ring of Fire, covering 5,300 km² [9].

Core Insights - Northfield Capital Corporation and Juno Corp. have announced a Community Partnership Agreement with Webequie First Nation and the Province of Ontario to advance planning for the Webequie Supply Road and community infrastructure investments, marking a significant step in developing critical infrastructure in Ontario's Ring of Fire mineral district [1][4][5] Infrastructure Development - The proposed 107-kilometre Webequie Supply Road aims to provide reliable all-season access from Webequie First Nation to the McFaulds Lake area, which is currently only accessible by air or winter roads, limiting development opportunities [2][5] - The infrastructure project is guided by Webequie's three-tier model, which aims to protect traditional areas while enabling equitable development [2] Company Positioning - Juno Corp. is the largest mineral claim holder in the Ring of Fire, with over 5,300 square kilometres of claims, representing over 52% of the district's mineral claims [3][7] - Recent exploration by Juno has led to three major discoveries, including the Vespa Critical Minerals Complex and two high-grade gold discoveries [3] Economic and Community Impact - The Community Partnership Agreement emphasizes a First Nation-led approach to infrastructure development, aiming to create economic opportunities for First Nations communities [4][5] - The Agreement is seen as a foundation for cooperative planning and respectful decision-making, ensuring meaningful participation from the Webequie First Nation in future developments [4] Strategic Importance - The Ring of Fire mineral district is recognized for its significant deposits of critical minerals, including titanium, vanadium, and gold, which are essential for Canadian and North American supply chains [5] - Development of all-season road infrastructure is deemed essential for unlocking these resources, which have national strategic importance for manufacturing, defense, and clean energy applications [5]

Core Viewpoint - Northfield Capital Corporation has successfully completed the acquisition of 5,123,044 common shares of Juno Corp, increasing its ownership interest from 16.8% to approximately 24% [2][3]. Group 1: Transaction Details - The acquisition was executed through share purchase agreements with five shareholders of Juno, resulting in Northfield issuing a total of 3,725,848 Class A restricted voting shares [2]. - Additionally, Northfield issued 4,968 Class B multiple voting shares to Mr. Robert Cudney at a price of $6.00 per share, generating gross proceeds of $29,808 [2][5]. - The Class A Shares acquired were valued at approximately C$3.71 per Juno Share, totaling around C$6,669,108.65 [10]. Group 2: Juno Corp Overview - Juno Corp is a private exploration company based in Ontario, holding over 4,600 km² of mineral claims in the Ring of Fire, which accounts for more than 55% of the district's mineral claims [4]. - Juno's 2025 exploration campaign is currently underway, focusing on expanding known mineralized zones and identifying new targets [4]. Group 3: Insider Participation - Mr. Cudney, the President and CEO of Northfield, participated in the Juno Share Acquisition, selling 1,798,044 Juno Shares to Northfield in exchange for 1,307,668 Class A Shares [6]. - Following the completion of the transactions, Mr. Cudney's ownership includes 5,230,678 Class A Shares and 23,568 Class B Shares, representing approximately 29.1% of the issued Class A Shares [9].

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]