12:21:46 EST Tue 16 Dec 2025
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or Name
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CA



Northfield Capital Corp
Symbol NFD
Shares Issued 18,000,108
Close 2025-12-15 C$ 5.40
Market Cap C$ 97,200,583
Recent Sedar Documents

Northfield Capital issues early warning disclosure

2025-12-15 20:43 ET - News Release

Mr. Michael Leskovec reports

NORTHFIELD PROVIDES EARLY WARNING DISCLOSURE FOLLOWING EVOLVE ROYALTIES' BUSINESS COMBINATION ANNOUNCEMENT

Northfield Capital Corp. has provided the following early warning disclosure.

As disclosed by Evolve Royalties Ltd. in its news release dated Dec. 15, 2025, Evolve Royalties (previously Voyageur Mineral Explorers Corp.) has completed its previously announced business combination with Evolve Strategic Element Royalties Ltd. and has listed its shares on the Canadian Securities Exchange. Trading of Evolve Royalties shares on the CSE is expected to begin on or about Dec. 17, 2025, under the symbol EVR.

In connection with the business combination, and as previously announced, Voyageur completed a one-for-four share consolidation, changed its name to Evolve Royalties and continued under the Canada Business Corporations Act. Northfield and its joint actors did not acquire or dispose of any securities of Evolve Royalties in connection with the business combination.

Early warning disclosure

Immediately prior to completion of the business combination, Northfield, together with its joint actors, Robert D. Cudney and Cudney Stables Inc., owned and controlled an aggregate of 4,216,275 common shares of Evolve Royalties, comprising 4,047,250 Evolve Royalties shares held directly by Northfield, 167,775 Evolve Royalties shares held by Mr. Cudney and 1,250 Evolve Royalties shares held by Cudney Stables. In addition, Mr. Cudney owned and controlled 100,000 convertible securities, exercisable or exchangeable for 100,000 Evolve Royalties shares. Collectively, these holdings represented approximately 51.8 per cent of the issued and outstanding Evolve Royalties shares as of Dec. 15, 2025 (or approximately 52.4 per cent on a partially diluted basis, assuming the exercise of the 100,000 convertible securities only).

Upon completion of the business combination, Northfield, together with its joint actors, Mr. Cudney and Cudney Stables, owned and controlled an aggregate of 4,216,275 Evolve Royalties shares, consisting of 4,047,250 Evolve Royalties shares held directly by Northfield, 167,775 Evolve Royalties shares held by Mr. Cudney and 1,250 Evolve Royalties shares held by Cudney Stables. In addition, Mr. Cudney owned and controlled 100,000 convertible securities, exercisable or exchangeable for 100,000 Evolve Royalties shares. Collectively, these holdings represented approximately 9.1 per cent of the issued and outstanding Evolve Royalties shares as of Dec. 15, 2025 (or approximately 9.3 per cent on a partially diluted basis, assuming the exercise of the 100,000 convertible securities only).

Northfield and each of its joint actors entered into voting support agreements with Evolve Strategic, pursuant to which Northfield, Mr. Cudney and Cudney Stables each agreed, among other things, to vote in favour of and support the business combination and related matters at the meeting of the Evolve Royalties' shareholders. Evolve Royalties obtained shareholder approval for the business combination in accordance with CSE policies by way of written consent of Northfield and each of its joint actors.

This portion of this news release is issued pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires an early warning report to be filed on SEDAR+, containing additional information with respect to the foregoing matters. A copy of the related early warning report may be obtained, following its filing, on the company's SEDAR+ profile or by contacting the company at 141 Adelaide St. W, Suite 301, Toronto, Ont., M5H 3L5, attention: Michael Leskovec, chief financial officer, Northfield Capital, telephone: 416-628-5940.

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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