TORONTO, Oct. 31, 2024 (GLOBE NEWSWIRE) — Northfield Capital Corporation (TSX-V: NFD.A) (the “Company”) is pleased to announce that it has participated in the private placement (the “Offering“) of Hemlo Explorers Inc. (“Hemlo”) which closed today. Northfield is an insider of Hemlo as it holds greater than 10% of the issued and outstanding common shares of Hemlo. In connection with the Offering, Northfield invested an aggregate amount of $128,000 in cash and acquired a total of 2,560,000 units, each comprised of one (1) common share and one (1) warrants exercisable for one (1) common share of Hemlo. The participation by Northfield in the Offering was considered a “related party transaction” under the policies of the TSX Venture Exchange (the “TSXV“) and for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Investments (“MI 61-101”). The acquisition also constituted reviewable transactions under TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets for which the TSXV approved.
At the time of the Offering, Northfield relied on the exemptions from the formal valuation and minority approval requirements set out in subsection 5.5(a) and (b) and subsection 5.7(1)(a) of MI 61-101 because Northfield was not listed on a specified market and the fair market value of the consideration for the securities of Hemlo purchased by Northfield did not exceed 25% of its market capitalization.
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 Officer
Telephone: (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.
