Northfield Capital Corporation (TSX-V: NFD.A) (the
“
Company”) is pleased to announce the results of
voting at its annual and special meeting of holders of Class A
restricted voting shares (the “
Class A Subordinate Voting
Shares”) and Class B multiple voting shares (the
“
Class B Multiple Voting Shares”, and together
with the Class A Subordinate Voting Shares, the
“
Shares”) which was held today (the
“
Meeting”). All matters submitted to shareholders
for approval as set out in the Company’s Notice of Meeting and
Information Circular (the “
Circular”), both dated
May 21, 2024, were approved by the requisite majority of votes cast
at the Meeting.
Election of Directors
Each of the incumbent members of the board of
directors (the “Board”), being Maryke Ballard,
Robert Cudney, John McBride, Thomas Pladsen, Morris Prychidny and
Ernie Eves, were re-elected.
Re-Appointment of Auditor
MNP LLP was re-appointed auditors of the Company
for the ensuing year at the remuneration to be fixed by the
directors.
Omnibus Equity Incentive
Plan
Shareholders approved the Company’s proposed
Omnibus Equity Incentive Plan (the “Incentive
Plan”), pursuant to which the Board may, from time to
time, grant awards to executive officers, directors, employees and
consultants of the Company. The purpose of the Incentive Plan is:
(a) to increase the interest in the Company’s welfare of those
eligible participants, who share responsibility for the management,
growth and protection of the business of the Company or a
subsidiary thereof; (b) to provide an incentive to participants to
continue their services for the Company or a subsidiary and to
encourage participants whose skills, performance and loyalty to the
objectives and interests of the Company or a subsidiary are
necessary or essential to its success, image, reputation or
activities; (c) to reward participants for their performance of
services while working for the Company or a subsidiary; and (d) to
provide a means through which the Company or a subsidiary may
recruit and retain key talent.
The Incentive Plan provides for the issuance of
options, restricted share units and/or deferred share units
(“Awards”). Subject to adjustments as provided for
under the Incentive Plan, the maximum number of Class A Subordinate
Voting Shares available for issuance at any time pursuant to
outstanding Awards under or governed by the Incentive Plan shall be
equal to 10% of the issued and outstanding Class A Subordinate
Voting Shares as at the date of any grant.
The Incentive Plan was conditionally approved by
the TSX Venture Exchange (the “TSXV”) on May 17,
2024 and remains subject to final acceptance of the TSXV.
Name Change
A special resolution to amend to the articles of
the Company to effect a change of its name from “Northfield Capital
Corporation” to “Northfield & Company Inc.”, or such other name
as the Board in its discretion may resolve and as may be acceptable
to applicable regulatory authorities, including the TSXV (the
“Name Change”) was approved by the requisite 66⅔%
of the votes cast by holders of Shares (voting as a single class)
present in person or by Proxy at the Meeting. To date, the Board
has not yet opted to proceed with the Name Change.
Share Split
In addition, the special resolution to amend its
articles to give effect to a share split of the Shares on the basis
of up to twenty (20) post-split Shares for each one (1) pre-split
Share, as determined by the Board, in its sole discretion (the
“Share Split”) was approved by the requisite 66⅔%
of the votes cast by holders of Shares (voting separately as a
class) present in person or by Proxy at the Meeting. To date, the
Board has not yet opted to proceed with the Share Split.
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
completion of the proposed Name Change and Share Split and the
receipt of Exchange approval of the Incentive Plan, Share Split and
Name Change. 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.