Star Metro - Northfield Capital Completes Acquisition Of Additional Interest In Juno Corp. And Announces Issuance Of Class B Multiple Voting Shares

TORONTO, ON / ACCESS Newswire / April 2, 2026 / Northfield Capital Corporation (TSX-V:NFD.A) ("Northfield" or the "Company") is pleased to announce that it has completed its previously announced transaction (the "Juno Share Acquisition") to acquire an aggregate of 8,664,675 common shares ("Juno Shares") of Juno Corp. ("Juno"), in accordance with the terms of the share purchase agreements entered into with five shareholders of Juno. In consideration for the Juno Shares acquired, the Company issued to such shareholders an aggregate of 6,301,580 class A restricted voting shares in the capital of the Company (the "Class A Shares") at a deemed issue price of $5.50 per Class A Share for an aggregate transaction value of $34,658,690. As a result of the share acquisition announced today, Northfield's ownership interest in Juno increases from approximately 23.7% to approximately 34.7%. The Juno Share Acquisition was previously announced on March 31, 2026.

Separately, the Company announces the proposed issuance of an aggregate of 8,263 Class B multiple voting shares of the Company (the "Class B Shares") to Mr. Robert Cudney, the President, Chief Executive Officer and a director of the Company, 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 (the "Class B Share Issue") in order for Mr. Cudney to maintain his pro rata voting interest in respect of the Class B Shares following the completion of the Juno Share Acquisition.

As of immediately prior to closing of the Juno Share Acquisition, Mr. Cudney beneficially owned, or exercised control and direction over, Class B Shares representing approximately 39.6% of the total voting power represented by the issued and outstanding voting securities of the Company. The Class B Share Issue is being undertaken to allow Mr. Cudney to maintain the total voting power represented by the Class B Shares held by Mr. Cudney immediately prior to the closing of the Juno Share Acquisition. The Class B Shares are being 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 (the "Board") 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 TSXV. All securities issued and issuable pursuant to the Class B Share Issue will be subject to a 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.

TSXV Policy 5.9 and MI 61-101

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 TSXV) 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 Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSXV. However, pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is 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% of the Company's market capitalization for the purposes of MI 61-101.

About Northfield Capital Corporation

Northfield is a publicly traded Canadian investment and operating company with deep roots in resources, mining, aviation, and premium consumer brands. Founded in 1981 by Robert D. Cudney, the Company combines over four decades of experience with forward-thinking strategies to unlock opportunities across its diversified portfolio. Northfield is dedicated to fostering growth and innovation in businesses that drive economic prosperity in Canada and abroad. The Company's flagship investment, Juno Corp., is the largest mineral claimholder and the most active explorer in the Ring of Fire. True North Airways, the Company's wholly-owned aviation subsidiary, provides charter, cargo, and exploration logistics services across Canada and is expanding internationally through CNA Aviation Corp. in Central America.

For more information, visit www.northfieldcapital.com.

For further information, please contact:

Michael G. Leskovec, CPA, CA
Chief Financial Officer
Telephone: (416) 628-5940
Email: [email protected]

Forward-Looking Information and Other Disclaimers

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking information") within the meaning of applicable securities laws including, but not limited to, statements with respect to the Class B Share Issue (including, the securities laws expected to be applicable thereto) and the receipt of TSXV acceptance for the Class B Share Issue. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information. Forward-looking information is based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which such forward-looking information are based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct.

Since forward-looking information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors which could materially affect such forward-looking information are described in the risk factors in the Company's most recent annual management's discussion and analysis that is available on the Company's profile on SEDAR+ at www.sedarplus.ca. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking information included in this news release are expressly qualified by this cautionary statement. The forward-looking information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

The securities offered will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent a registration statement or an applicable exemption from the registration requirements. The news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE: Northfield Capital Corporation

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A.Jackson--SMC