TORONTO, Dec. 24, 2024 (GLOBE NEWSWIRE) -- Northfield Capital Corporation (TSX-V: NFD.A) (the "Company") is pleased to announce that it has entered into binding share purchase agreements (the "Purchase Agreements") with five shareholders of Voyageur Mineral Explorers Corp. ("Voyageur") pursuant to which the Company has agreed to acquire an aggregate of 4,787,301 common shares of Voyageur ("Voyageur Shares") in consideration for the issuance to such shareholders of an aggregate of 143,619 class A restricted voting shares in the capital of the Company (the "Northfield Shares"). Pursuant to the transactions contemplated in the Purchase Agreements (collectively, the "Transaction"), each Voyageur Share will be exchanged for 0.029999983 of a Northfield Share (the "Exchange Ratio").
The Purchase Agreements contain customary representations, warranties and agreements, conditions to closing and other obligations of the parties. Closing of the Transaction is anticipated to be completed on or about January 2, 2025, following receipt of all necessary regulatory approvals. The Transaction will be exempt from prospectus requirements pursuant to Section 2.16 of National Instrument 45-106 - Prospectus Exemptions (the take-over bid and issuer bid transaction exemption).
Early Warning Disclosure
Upon completion of the Transaction, the Company will have acquired ownership and control of an aggregate of an additional 4,787,301 Voyageur Shares.
As of the date hereof, the Company owns and controls an aggregate of 12,077,802 Voyageur Shares (of which an aggregate of 11,401,702 Voyageur Shares are owned by the Company directly, an aggregate of 671,100 Voyageur Shares are owned by Mr. Robert Cudney (a "control person" (as such term is defined in the Securities Act (Ontario)) of the Company), and an aggregate of 5,000 Voyageur Shares are owned by Cudney Stables Inc. ("Cudney Stables"), an entity owned by Mr. Cudney) and convertible securities of Voyageur entitling the Company and Mr. Cudney to acquire an additional 1,237,500 Voyageur Shares (of which 687,500 convertible securities are owned by the Company directly and 550,000 convertible securities are owned by Mr. Cudney) representing approximately 37.43% of the issued and outstanding Voyageur Shares as of the date hereof (or approximately 39.74%, calculated on a partially diluted basis, assuming the exercise of the 1,237,500 convertible securities only).
Following the closing of the Transaction (the "Closing") (assuming no other changes to the capitalization of Voyageur), the Company, together with Mr. Cudney and Cudney Stables, will own and control an aggregate of 16,865,103 Voyageur Shares (of which an aggregate of 16,189,003 Voyageur Shares will be owned by the Company directly, an aggregate of 671,100 Voyageur Shares will be owned by Mr. Cudney, and an aggregate of 5,000 Voyageur Shares will be owned by Cudney Stables) and convertible securities entitling the Company and Mr. Cudney to acquire an additional 1,237,500 Voyageur Shares (of which 687,500 convertible securities will be owned by the Company directly and 550,000 convertible securities will be owned by Mr. Cudney) representing approximately 52.27% of the issued and outstanding Voyageur Shares on Closing (or approximately 54.03%, calculated on a partially diluted basis, assuming the exercise of the 1,237,500 convertible securities only).
The Voyageur Shares will be acquired pursuant to the Purchase Agreements and the Transaction will not take place through the facilities of any market for Voyageur's securities. The Company may increase or decrease its investments in Voyageur at any time, or continue to maintain its current investment position, depending on market conditions or any other relevant factor. The Voyageur Shares will be acquired for aggregate consideration of 143,619 Northfield Shares, having a deemed value of C$20.00 per Northfield Share or C$2,872,300 in the aggregate, pursuant to the exemption contained in Section 2.16 of National Instrument 45-106 - Prospectus Exemptions (the take-over bid and issuer bid transaction exemption).
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 Voyageur's SEDAR+ profile or by contacting the Company 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 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, CPA, CA
Chief Financial Officer
Telephone: (416) 628-5940
Forward-Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws including, but not limited to, statements with respect to the Transaction (including, the anticipated closing date thereof and the securities laws expected to be applicable thereto). 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.
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.
