Northfield Capital Corporation (TSX-V: NFD.A) (the “Company”) is pleased to announce that it completed on July 18, 2024 its previously announced non-brokered private placement and issued 368,500 units (“Units”) at a price of $20.00 per Unit for aggregate gross proceeds of $7,367,000 (the “Offering”). Each Unit consists of one class A restricted voting share of the Company (a “Share”) and one share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Share at a price of $25.00 per Share until July 18, 2029, subject to an acceleration clause whereby, after the expiration of the statutory hold period, if the Shares trade at a volume weighted average price of $50.00 or more for 20 consecutive trading days, the Company will have the right to accelerate the exercise period to a period ending at least 30 days from the date that notice of such acceleration is provided to the holders of the Warrants. The Company intends to use the net proceeds of the Offering to fund operational expenditures, retire existing debts and for general corporate purposes.

All securities issued and issuable pursuant to the Offering are subject to a hold period of four months plus one day from the date of closing of the Offering. The Offering is subject to receipt of final approval by the TSX Venture Exchange (the “Exchange”). In connection with the closing of the Offering, the Company paid cash commissions to certain registered representatives.

The securities offered are not 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 press 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.

Certain insiders of the Company participated in the Offering. The participation by the insiders is considered a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, such participation is not subject to the minority approval and formal valuation requirements under MI 61-101 since there is an applicable exemption from these requirements as neither the fair market value of the subject matter, nor the fair market value of the consideration for the transaction, insofar as it involves the interested party, exceeded 25% of the Company’s market capitalization. Each of the insiders disclosed their interest in the Offering to the board of directors of the Company. The Offering was approved unanimously by consent resolution of the board of directors.

The Company intends to file a material change report following the closing of the Offering with details of the participation in the Offering by related parties. A material change report was not filed 21 days prior to the closing of the Offering pursuant to MI 61-101, but the Company deemed this timing to be reasonable in the circumstances in order to permit it to be able to avail itself of the financing opportunities and complete the Offering in an expeditious manner.

Early Warning Disclosure

In connection with the closing of the Offering, Robert Cudney of Toronto, Ontario, the President, Chief Executive Officer, director and insider of the Company, acquired ownership and control of 22,500 Units for aggregate consideration of $450,000 and Orion Capital Incorporated (“Orion”), located in Toronto, Ontario, an insider of the Company, acquired ownership and control of 2,500 Units for aggregate consideration of $50,000.

Prior to the Offering:

• Mr. Cudney owned and controlled, directly or beneficially, an aggregate of 762,102 Shares, 3,720 Class B multiple voting shares (“Class B Shares”), and 65,000 convertible securities to acquire an additional 65,000 Shares representing approximately 34.41% of the issued and outstanding Shares and 100% of the issued and outstanding Class B Shares as of July 17, 2024 (or approximately 36.28% of the Shares calculated on a partially diluted basis, assuming the exercise of the 65,000 convertible securities).
• Orion owned and controlled, directly 394,712 Shares. Orion is controlled by joint actors, Maryke Ballard (a director of the Company) and Renee Ballard, who hold 12,082 Shares and 6,588 Shares, respectively, and together with Orion representing in the aggregate 413,382 Shares. Ms. M. Ballard owns 15,000 convertible securities to acquire an additional 15,000 Shares. The combined holdings represent approximately 18.66% of the issued and outstanding Shares as of July 17, 2024 (or approximately 19.21% of the Shares calculated on a partially diluted basis, assuming the exercise of the 15,000 convertible securities).

Following the completion of the Offering,

• Mr. Cudney owns and controls, directly or beneficially, an aggregate of 784,602 Shares, 3,720 Class B Shares, and 87,500 convertible securities (inclusive of the 22,500 Warrants acquired in connection with the Offering) to acquire an additional 87,500 Shares representing approximately 30.37% of the issued and outstanding Shares, 100% of the issued and outstanding Class B Shares and 6.11% of the issued and outstanding Warrants following closing (or approximately 32.66% of the Shares calculated on a partially diluted basis, assuming the exercise of the 87,500 convertible securities).
• Orion, collectively with its joint actors, owns and controls, directly or beneficially, an aggregate of 415,882 Shares and 17,500 convertible securities (inclusive of the 2,500 Warrants acquired in connection with the Offering), to acquire an additional 17,500 Shares representing approximately 16.10% of the issued and outstanding Shares and 0.68% of the issued and outstanding Warrants following closing (or approximately 16.66% of the Shares calculated on a partially diluted basis, assuming the exercise of the 17,500 convertible securities).

The Units purchased by Mr. Cudney and Orion were acquired in the Offering and such purchases did not take place through the facilities of any market for the Company’s securities. The acquisition of the Units by each of Mr. Cudney and Orion was effected for investment purposes and each of Mr. Cudney and/or Orion may increase or decrease his/its investments in the Company at any time, or continue to maintain his/its current investment position, depending on market conditions or any other relevant factor. The Units were acquired by each of Mr. Cudney and Orion pursuant to a prospectus exemption contained in Section 2.3 of National Instrument 45-106 on the basis that Mr. Cudney and Orion are each an “accredited investor” as defined therein.

This portion of this new 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 for each of Mr. Cudney and Orion to be filed on SEDAR+ (www.sedarplus.com) containing additional information with respect to the foregoing matters. A copy of the related early warning report may be obtained on the Company’s SEDAR+ profile or by contacting Michael Leskovec, on behalf of Mr. Cudney, in accordance with the contact information provided below, and Morris Prychidny, on behalf of Orion, at (416) 351-9292.

About Northfield Capital Corporation

The Company is a value-based investment and merchant banking company focused on the resource (critical minerals and precious metals) and transportation sectors.

For further information, please contact:

Michael G. Leskovec, Chief Financial OfficerTelephone: (416) 628-5940

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.

Forward Looking Statements

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws including, but not limited to, the anticipated use of proceeds and the receipt of Exchange approval of the Offering. 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 or statements. The forward-looking statements and information are 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 statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Since forward-looking statements and 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.com. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this press release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.