Not for distribution to U.S. Newswire Services or for release, publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States TORONTO, Nov. 19, 2025 (GLOBE NEWSWIRE) -- Northfield Capital Corporation (TSX-V: NFD.A) (the “Company”) is pleased to announce a brokered financing (the “Offering”) of units of the Company (the “Units”) at a price of $5.50 per Unit (the “Issue Price”) for aggregate gross proceeds of up to $10,000,001. Each Unit will consist of o ...

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]