Mr. Michael Leskovec reports
NORTHFIELD COMPLETES ISSUANCE OF CLASS B MULTIPLE VOTING SHARES
Northfield Capital Corp. has issued an aggregate of 8,263 Class B multiple voting shares of the corporation to Robert Cudney, the president, chief executive officer and a director of the corporation, on a non-brokered private placement basis at a price of $5.20 per Class B share, for aggregate gross proceeds of $42,967.60 in order for Mr. Cudney to maintain his pro rata voting interest in respect of the Class B shares following the completion of the corporation's previously announced acquisition of 8,664,675 common shares of Juno Corp. in consideration for the issuance of 6,301,580 Class A restricted voting shares in the capital of the corporation. For additional information on the Juno share acquisition and the Class B share issue, please see the corporation's news release dated April 2, 2026.
The Class B shares were issued in accordance with the resolutions of the shareholders of the corporation passed at the meeting of shareholders of the corporation held in December, 1986, which authorized the board of directors of the corporation to issue additional Class B shares to Mr. Cudney at an issue price equal to the market price of the Class A shares on the day before the board approves such issuance. The Class B shares issued to Mr. Cudney are subject to a hold period of four months plus one day from the date of closing of the Class B share Issue, and the corporation intends to use the net proceeds of the Class B share Issue for working capital and general corporate purposes.
Early warning disclosure
Mr. Cudney, an insider of the corporation and an individual with beneficial ownership of, or control or direction over, securities of the corporation carrying more than 10 per cent of the voting rights attached to all the outstanding voting securities of the corporation, participated in the Class B share Issue and acquired an aggregate of 8,263 Class B shares.
Immediately prior to the closing of the Class B share Issue, Mr. Cudney beneficially owned and exercised control and direction over an aggregate of 5,267,541 Class A shares (of which an aggregate of 2,984,738 Class A shares were owned by Mr. Cudney directly and an aggregate of 2,282,803 Class A shares were owned by Cudney Stables Inc., an entity owned by Mr. Cudney), an aggregate of 27,148 Class B shares, and convertible securities of Northfield entitling Mr. Cudney to acquire an additional 479,363 Class A shares, representing (i) approximately 19.5 per cent of the number of issued and outstanding Class A shares, 100 per cent of the number of issued and outstanding Class B shares, and approximately 46.4 per cent of the voting power represented by the Northfield shares, in each case immediately prior to the closing, (ii) approximately 20.9 per cent of the issued and outstanding shares, calculated on a partially diluted basis and prior to the closing, assuming the conversion of all of the issued and outstanding Class B shares and the exercise of the 479,363 convertible securities only, or (iii) approximately 20.9 per cent of the number of issued and outstanding Class A shares, calculated on a partially diluted basis and on closing, assuming no conversion of any of the issued and outstanding Class B shares but the exercise of the 479,363 convertible securities only (with the votes attached to such Class A shares, when taken together with the votes attached to the Class B shares, representing approximately 47.1 per cent of the voting power represented by the Northfield shares).
Immediately following the closing, Mr. Cudney, together with Cudney Stables, beneficially own and exercise control and direction over an aggregate of 5,267,541 Class A shares (of which an aggregate of 2,984,738 Class A shares are beneficially owned by Mr. Cudney, and an aggregate of 2,282,803 Class A shares are beneficially owned by Cudney Stables), an aggregate of 35,411 Class B shares, and convertible securities entitling Mr. Cudney to acquire an additional 479,363 Class A shares, representing (i) approximately 19.5 per cent of the number of issued and outstanding Class A shares, 100 per cent of the number of issued and outstanding Class B shares, and approximately 51.4 per cent of the voting power represented by the Northfield shares, in each case on closing, (ii) approximately 21.0 per cent of the issued and outstanding Class A shares on closing, calculated on a partially diluted basis and on closing, assuming the conversion of all of the issued and outstanding Class B shares and the exercise of the 479,363 convertible securities only, or (iii) approximately 20.9 per cent of the number of issued and outstanding Class A shares, calculated on a partially diluted basis and on closing, assuming no conversion of any of the issued and outstanding Class B shares but the exercise of the said 479,363 convertible securities only (with the votes attached to such Class A shares, when taken together with the votes attached to the Class B shares, representing approximately 51.9 per cent of the voting power represented by the Northfield shares).
The Class B shares were acquired by Mr. Cudney pursuant to the Class B share issue and were not acquired through the facilities of any marketplace for the corporation's securities. Mr. Cudney may increase or decrease his investments in the corporation at any time, or continue to maintain his current investment position, depending on market conditions or any other relevant factor. The Class B shares were acquired for aggregate consideration of $42,967.60.
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 the System for Electronic Document Analysis and Retrieval+ (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 corporation's SEDAR+ profile or by contacting the corporation at 301, 141 Adelaide St. West, 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 Canadian investment and operating corporation with deep roots in resources, mining, aviation and premium consumer brands. Founded in 1981 by Mr. Cudney, the corporation combines over four decades of experience with forward-thinking strategies to unlock opportunities across its diversified portfolio.
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