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].

Core Points - Northfield Capital Corporation is conducting a brokered financing offering units at a price of $5.50 per unit, aiming for gross proceeds of up to $10,000,001 [1][3] - Each unit consists of 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 will be allocated for operational expenditures and general corporate purposes [3] Offering Details - Integrity Capital Group Inc. is the lead agent and will receive a 6% cash commission on gross proceeds, with compensation options for agents based on units sold [2] - The offering is subject to TSX Venture Exchange approval and is expected to close around December 2, 2025 [3] Regulatory Compliance - The units will be offered under National Instrument 45-106, exempting them from a hold period in Canada [4] - Certain insiders 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][12] Class B Share Issue - The company plans to issue up to 2,388 Class B multiple voting shares to Mr. Robert Cudney at a price of $6.20 per share, totaling gross proceeds of up to $14,806 [8][9] - This issuance is to maintain Mr. Cudney's voting interest following the offering and is subject to Exchange approval [10][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 [14]

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]