Mr. Robert Cudney reports

NORTHFIELD CAPITAL ANNOUNCES UP TO $10 MILLION BROKERED FINANCING

Northfield Capital Corp. has arranged a brokered financing of units of the company at a price of $5.50 per unit for aggregate gross proceeds of up to $10,000,001. Each unit will consist of one Class A restricted voting share of the company and one share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional share at an exercise price of $7.50 per share for a period of three years following the closing date of the offering.

Integrity Capital Group Inc. is acting as lead agent and sole bookrunner under the offering on behalf of a syndicate of agents. On the closing of the offering, the company will pay to the agents a cash commission equal to 6 per cent of the gross proceeds of the offering and issue to the agents compensation options of the company to acquire, in the aggregate, that number of units equal to 6 per cent of the number of units sold under the offering (at an exercise price per share equal to the issue price), provided that, in respect of subscribers identified on a president's list of the company, no compensation options will be issued and the cash commission will be reduced to 2 per cent. The compensation options will be exercisable for a period of three years following the closing date of the offering.

The net proceeds from the units issued under the offering will be used to finance operational expenditures and for general corporate purposes. Closing of the offering remains subject to the approval of the TSX Venture Exchange, and is expected to occur on or about Dec. 2, 2025, or such other date or dates as the company and the agents may determine.

The units will be offered pursuant to Part 5A of National Instrument 45-106 (Prospectus Exemptions) as amended by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption) to purchasers resident in the provinces of Canada (other than Quebec) and in other qualifying jurisdictions outside of Canada that are mutually agreed to by the company and agents pursuant to relevant prospectus or registration exemptions in accordance with applicable laws. The units issued under the listed issuer financing exemption will not be subject to a hold period in Canada.

There is an offering document related to the offering that can be accessed under the company's issuer profile at SEDAR+ and at the company's website. Prospective investors in the offering should read the offering document before making any investment decision.

Multilateral Instrument 61-101 and TSX Venture Exchange Policy 5.9

It is anticipated that certain insiders of the company may participate in the offering. The participation in the offering of such insiders will constitute a related-party transaction as defined in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) and Policy 5.9 (Protection of Minority Security Holders in Special Transactions) of the exchange. However, the company expects that any participation by the insiders of the company in the offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter, nor the fair market value of the consideration for the units, insofar as it involves the insiders, is expected to exceed 25 per cent of the company's market capitalization for the purposes of MI 61-101.

The company expects to file a material change report with respect to the offering (including details of any participation in the offering by insiders of the company) fewer than 21 days prior to the closing of the offering, which the company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the offering in an expeditious manner.

Class B share issue

Separately, the company is pleased to announce the proposed issuance of an aggregate of up to 2,388 Class B multiple voting shares of the company to Robert D. Cudney, the president, chief executive officer and a director of the company, on a non-brokered private placement basis at a price of $6.20 per Class B share, for aggregate gross proceeds of up to $14,806.

As of the date hereof, Mr. Cudney beneficially owns, or exercises control and direction over, Class B shares representing approximately 39.6 per cent of the total voting power represented by the issued and outstanding voting securities of the company. The Class B share issue is being undertaken for Mr. Cudney to maintain his pro rata voting interest in respect of the Class B shares (being the total voting power represented by the Class B shares beneficially owned by Mr. Cudney immediately prior to the closing of the offering) following the completion of the offering. The Class B shares will be issued in accordance with the resolutions of the shareholders of the company passed at the meeting of shareholders of the company held in December, 1986, which authorized the board of directors of the company to issue additional Class B shares to Mr. Cudney at an issue price equal to the market price of the Class A restricted voting shares of the company on the day before the board approves such issuance.

The Class B share issue remains subject to approval by the exchange. All securities issued and issuable pursuant to the Class B share issue will be subject to a statutory hold period of four months plus one day from the date of closing of the Class B share issue.

The company intends to use the net proceeds of the Class B share issue for working capital and general corporate purposes.

Mr. Cudney is the president, chief executive officer and a director of the company, and, accordingly, is a non-arm's-length party (as such term is defined in the policies of the exchange) in relation to the company and a related party of the company pursuant to MI 61-101. The participation in the Class B share issue by a related party of the company constitutes a related-party transaction as defined under MI 61-101 and within the meaning of Policy 5.9 (Protection of Minority Security Holders in Special Transactions) of the exchange. However, pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the company will be exempt from obtaining a formal valuation and minority approval of the company's shareholders in respect of the Class B share issue due to the fair market value of the related-party participation being below 25 per cent of the company's market capitalization for the purposes of MI 61-101.

Advisers

Cassels Brock & Blackwell LLP is acting as legal adviser to Northfield in connection with the offering, and Bennett Jones LLP is acting as legal adviser to the agents.

About Northfield Capital Corp.

Northfield is a publicly traded, leading Canadian investment firm with deep roots in resources, mining, aviation and premium alcoholic beverages. Founded in 1981 by Mr. Cudney, Northfield combines decades of experience with forward-thinking strategies to unlock opportunities across its diverse portfolio. Northfield is dedicated to fostering growth and innovation in businesses that drive economic prosperity in Canada.

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