Star Metro - Northfield Completes Issuance Of Class B Multiple Voting Shares

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 (the "Board") 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% 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 (the "Closing"), 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. ("Cudney Stables"), 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% of the number of issued and outstanding Class A Shares, 100% of the number of issued and outstanding Class B Shares, and approximately 46.4% of the voting power represented by the Northfield Shares, in each case immediately prior to the Closing, (ii) approximately 20.9% 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% 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% 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% of the number of issued and outstanding Class A Shares, 100% of the number of issued and outstanding Class B Shares, and approximately 51.4% of the voting power represented by the Northfield Shares, in each case on Closing, (ii) approximately 21.0% 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% 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% 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+"), accessible at www.sedarplus.ca, 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 141 Adelaide Street West, Suite 301, Toronto, Ontario M5H 3L5, Attention: Michael Leskovec, Chief Financial Officer, Northfield Capital Corporation, Tel: (416) 628-5940.

About Northfield

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 Robert D. Cudney, the Corporation 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 Corporation's flagship investment, Juno Corp., is the largest mineral claimholder and the most active explorer in the Ring of Fire. True North Airways, the Corporation'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:

Robert D. Cudney Michael G. Leskovec, CPA, CA
Founder, President & Chief Executive Officer Chief Financial Officer
Telephone: (416) 628-5901
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 use of proceeds from 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 Corporation. Although the Corporation 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 Corporation 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 Corporation's most recent annual management's discussion and analysis that is available on the Corporation'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 Corporation 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

View the original press release on ACCESS Newswire

L.Mitchell--SMC