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]