Northfield Capital Announces Transaction to Acquire Remaining Minority Interest of Northfield Aviation

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[{"type":"text","content":"Northfield Capital Announces Transaction to Acquire Remaining Minority Interest of Northfield Aviation\n\n\n\n TORONTO, May 05, 2025 (GLOBE NEWSWIRE) -- Northfield Capital Corporation (TSX-V: NFD.A) (“\n \n Northfield\n \n ” or the “\n \n Corporation\n \n ”) is pleased to announce that its wholly-owned subsidiary, Spruce Goose Aviation Inc. (“\n \n Spruce Goose\n \n ”), has entered into a share purchase agreement dated May 5, 2025 (the “\n \n Share Purchase Agreement\n \n ”) with Iain Hayden (the “\n \n Vendor\n \n ”), to acquire all of the shares (the “\n \n Purchased Shares\n \n ”) of Northfield Aviation Group Inc. (“\n \n Northfield Aviation\n \n ”) not already owned by Spruce Goose. In consideration for the Purchased Shares, Spruce Goose will cause the Corporation to issue to the Vendor 60,000 Class A restricted voting shares of the Corporation (the “\n \n Consideration Shares\n \n ”), at a deemed issue price of C$5.23 per share.\n \n\n Northfield Aviation is an indirect subsidiary of the Corporation, in which Spruce Goose already holds a majority (91%) voting ownership interest, and the Purchased Shares (being, an aggregate of 9,357 Class A common shares and 22,303 Class B common shares in the capital of Northfield Aviation) represent the remaining 9% voting ownership interest in Northfield Aviation not already owned by the Purchaser. Upon completion of the Proposed Transaction, the Purchaser will hold a 100% ownership interest in Northfield Aviation.\n \n\n Completion of the transactions contemplated by the Share Purchase Agreement (collectively, the “\n \n Proposed\n \n\n Transaction\n \n ”) remains subject to a number of conditions, including the approval of the TSX Venture Exchange (the “\n \n TSXV\n \n ”), and the satisfaction of other customary closing conditions. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Subject to the satisfaction and/or waiver of all closing conditions, the Proposed Transaction is expected to be completed on or about May 8, 2025. The Consideration Shares are not subject to resale restrictions under applicable Canadian securities laws.\n \n\n\n\n TSXV Policy 5.9 and MI 61-101\n \n\n\n\n The Ve...

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