TORONTO, Jan. 30, 2025 (GLOBE NEWSWIRE) -- Northfield Capital Corporation (TSX-V: NFD.A) (“Northfield” or the “Corporation”) is pleased to announce that Juno Corp., one of Northfield’s cornerstone investments and a leading explorer in the strategically important Ring of Fire region of northern Ontario, has announced successful results from its 2024 drilling campaign. This news underscores the potential of Northfield’s investment in Juno Corp., a private Ontario exploration company and the largest mineral claimholder in the Ring of Fire, a region which is expected to play a strategic role for Ontario and Canada in the coming electrification of the world. Northfield currently holds a 17% ownership interest in Juno Corp., valued at C$31.5 million. This strategic investment positions Northfield to benefit from the potential growth of this mineral resource hub. For further details, please refer to the news releases of Juno Corp. dated January 29, 2025, available on its website, at www.junocorp.com.

Northfield is also pleased to announce that it is undertaking a forward share split (the “Share Split”) of the Class A restricted voting shares of the Corporation (the “Class A Shares”) and Class B multiple voting shares of the Corporation (the “Class B Shares”), in each case on the basis of five (5) new shares of the applicable class for each one (1) share of the applicable class currently issued outstanding, with a record date of February 6, 2025 and a payment date of February 11, 2025.

Share Split

The Share Split will be implemented on the basis of five (5) new shares of the applicable class for each one (1) share of the applicable class currently issued outstanding.

Based on the Corporation’s discussions with the TSX Venture Exchange, on February 11, 2025 (the “Payment Date”), each shareholder of record of Northfield as of the close of business on February 6, 2025 (the “Record Date”) will receive, as applicable, four (4) additional Class A Shares for each Class A Share held on the Record Date, and four (4) additional Class B Shares for each Class B Share held on the Record Date.

Based on the Corporation’s discussions with the TSX Venture Exchange, the Class A Shares are expected to trade on a due bill basis from February 6, 2025 (being the commencement of trading on the Record Date) to the close of trading on the Payment Date (i.e., February 11, 2025), inclusive. A due bill is an entitlement attached to listed securities undergoing a material corporate action, such as the Share Split. In this instance, the entitlement is to the additional Class A Shares as a result of the Share Split. Any trades of Class A Shares that are executed during the due bill period will be flagged to ensure purchasers receive the entitlement to the additional Class A Shares issuable as a result of the Share Split. Subject to final regulatory approvals (including, the final acceptance of the TSX Venture Exchange), the Class A Shares are expected to commence trading on a split-adjusted basis on February 12, 2025 (the ex-distribution trading date), as of which date purchases of Class A Shares will no longer have the attaching entitlement to the additional Class A Shares. The due bill redemption date is expected to be February 12, 2025.

As of the date hereof, Northfield has an aggregate of 2,834,032 Class A Shares and 3,720 Class B Shares issued and outstanding. Upon completion of the Share Split, there will be an aggregate of 14,170,160 Class A Shares and 18,600 Class B Shares issued and outstanding. The Corporation’s authorized share capital will remain unchanged upon completion of the Share Split. All outstanding stock options and share purchase warrants of Northfield will be adjusted accordingly in accordance with their terms in connection with the Share Split.

There will be no change to the Corporation’s name, CUSIP/ISIN or its current trading symbol in connection with the Share Split.

The Share Split is being undertaking to increase the number of outstanding Class A Shares and Class B Shares in an effort to improve market liquidity and the marketability of the shares. The Share Split was approved by the shareholders of Northfield at the annual and special meeting of shareholders held on June 27, 2024.

Mechanics of the Share Split

On the Payment Date (being, February 11, 2025), the additional Class A Shares and Class B Shares required to give effect to the Share Split will be issued to holders of record at the close of business on the Record Date. The Share Split will be conducted on a “push-out” basis, and therefore, no action is required by shareholders of Northfield. Existing share certificates and direct registration system advices (“DRS Advices”) representing Class A Shares and/or Class B Shares will continue to remain effective following completion of the Share Split, and accordingly, should be retained by shareholders and should not be forwarded to Northfield or TSX Trust Company (“TSX Trust”), the registrar and transfer agent of Northfield.

Northfield will use the direct registration system to electronically register the Class A Shares and Class B Shares issued pursuant to the Share Split, rather than issuing physical share certificates. Accordingly, following completion of the Share Split, TSX Trust will issue and cause to be mailed out, to registered shareholders of Northfield, DRS Advice representing the number of additional Class A Shares and/or Class B Shares, as applicable, which they are entitled to receive as a result of the Share Split. Non-registered (beneficial) shareholders of Northfield who hold Class A Shares and/or Class B Shares in an account with their investment dealer or other intermediary will have their accounts automatically updated to reflect the Share Split in accordance with the applicable brokerage account providers’ usual procedures.

About Northfield Capital Corporation

Northfield Capital Corporation is a leading Canadian investment firm with deep roots in resources, mining, aviation, and alcoholic beverages. Founded in 1981, Northfield combines decades of experience with a forward-thinking ethos to unlock opportunities.

For further information, please contact:

Michael G. Leskovec, CPA, CA
Chief Financial Officer
Telephone: (416) 628-5940

Forward-Looking Statements

Forward-looking statements are included in this news release. These forward-looking statements are identified by the use of terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and “should” and similar terms and phrases, including references to assumptions. Such statements may involve but are not limited to, the anticipated timing for the completion of the Share Split (including, the anticipated Record Date, Payment Date, and due bill redemption date), the mechanics for the delivery of the new Class A Shares and Class B Shares to the shareholders of Northfield following the completion thereof, and associated information, as well as statements with respect to the Ring of Fire and its role for Ontario and Canada in the coming electrification of the world, and any potential benefits associated with Northfield’s strategic investment in Juno Corp. Forward-looking statements, by their nature, are based on assumptions and are subject to important risks and uncertainties. Any forecasts, predictions or forward-looking statements cannot be relied upon due to, among other things, changing external events and general uncertainties of the business and its corporate structure. Results indicated in forward-looking statements may differ materially from actual results for a number of reasons. The forward-looking statements contained herein are subject to change. However, Northfield disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.

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 press release.

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