Northfield Capital Invests in Hemlo Explorers

TORONTO, July 04, 2023 (GLOBE NEWSWIRE) — Northfield Capital Corporation (“Northfield”) (TSX-V: NFDA) is pleased to announce that it has participated in the first tranche of a private placement of units (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 $200,000.03 in cash and acquired a total of 2,666,667 common shares and warrants exercisable into 2,666,667 common shares. 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 acquired by Northfield did not exceed 25% of Hemlo’s market capitalization.

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 release.

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