Arizona Tribune - Northfield Deepens Strategic Investment in Juno Corp. By Increasing Ownership to 34.7%

TORONTO, ON / ACCESS Newswire / March 31, 2026 / Northfield Capital Corporation (TSX-V:NFD.A) (the "Company") announces that today it has entered into binding share purchase agreements (the "Purchase Agreements") with five shareholders of Juno Corp. ("Juno") pursuant to which the Company has agreed to acquire an aggregate of 8,664,675 common shares of Juno ("Juno Shares") in consideration for the issuance to such shareholders of an aggregate of 6,301,580 class A restricted voting shares in the capital of the Company (the "Class A Shares") at a deemed issue price of $5.50 per Class A Share. Pursuant to the transactions contemplated in the Purchase Agreements (collectively, the "Juno Share Acquisition"), each Juno Share will be exchanged for 0.727272727 of a Class A Share.

As a result of the Juno Share Acquisition, the Company's ownership interest in Juno will increase from approximately 23.7% to approximately 34.7%, representing a step forward in the Company's strategy to increase its exposure to Juno and the Ring of Fire, one of North America's most significant critical minerals and precious metals opportunities.

Robert Cudney, President and Chief Executive Officer of the Company, commented: "We are pleased to be deepening Northfield's investment in Juno at a time when the Ring of Fire is undergoing a transformation. With drills turning on a $20 million program, roads breaking ground this summer, and a new transmission line under development, the long-awaited catalysts for the Ring of Fire are now materializing. Increasing our ownership to nearly 35% reflects our belief that Juno - as a large mineral claimholder in the Ring of Fire - is positioned to be a beneficiary of this opportunity, and that its value today understates what lies ahead."

The participation in the Juno Share Acquisition by Mr. John McBride, a director of the Company, as described below, constitutes a Non-Arm's Length Transaction (as such term is defined in the policies of the TSX Venture Exchange (the "TSXV").

Strategic Rationale

Juno is a private Ontario-based exploration company and the largest mineral claimholder in the Ring of Fire - representing more than 55% of the district on a land position basis. The Company's decision to deepen its investment in Juno is driven by a convergence of factors that management believes are creating a compelling and time-sensitive opportunity:

Exploration Momentum - Juno's 2026 exploration campaign represents the most significant drilling commitment in the Ring of Fire in recent memory. Three drill rigs are currently in the field executing a fully funded $20 million, 100-hole program across two district-scale discoveries: the Big Thunder Gold District, which hosts the high-grade Pluto and North Edge gold discoveries, and the Vespa Critical Minerals Complex, where resource drilling is advancing toward a maiden resource estimate for a system hosting vanadium, titanium, high-purity iron, scandium and gallium.

Government Infrastructure - The Ring of Fire is entering a defining development phase. Ontario has released an accelerated plan to complete all-season road construction up to five years ahead of schedule, with road construction beginning in June 2026 and the first roads opening in November 2030. Ontario has committed over $1 billion to Ring of Fire road infrastructure and is also advancing a new 230-kilometre Greenstone Transmission Line through a First Nations Equity Partnership Model. These commitments, combined with the historic Ontario-Canada "One Project, One Process, One Decision" cooperation agreement signed in December 2025, have fundamentally transformed the Ring of Fire's development timeline.

Critical Minerals Alignment - Ontario's recent addition of high-purity iron and aluminum to its Critical Minerals List and the renewal of its Critical Minerals Strategy reinforce the strategic importance of Juno's Vespa discovery. Ontario now ranks as the top low-risk jurisdiction for mining investment in Canada and second globally.

The Juno Share Acquisition

The Purchase Agreements contain customary representations, warranties and agreements, conditions to closing and other obligations of the parties. Closing of the Juno Share Acquisition is anticipated to be completed upon the Company obtaining the necessary acceptance of the TSXV for the consummation of the transaction and disinterested shareholder approval in accordance with the policies of the TSXV. The Juno Share Acquisition 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).

Disinterested shareholder approval will be required for the Juno Share Acquisition under the policies of the TSXV which Northfield intends to obtain via written consent of disinterested shareholders holding the majority of the voting control of the Company. No finders fees will be paid in connection with the Juno Share Acquisition.

Pursuant to Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the transactions contemplated by the Purchase Agreement entered into between the Company and Mr. John McBride (the "McBride Purchase Agreement") constitutes a "related party transaction" due to the fact that Mr. McBride is an insider of the Company. However, the Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 in respect of such transaction, as neither the fair market value of securities acquired from or issued to Mr. McBride (individually or in the aggregate) pursuant to the McBride Purchase Agreement, nor the fair market value of the transactions contemplated by the McBride Purchase Agreement, exceeds 25% of the Company's market capitalization as determined in accordance with MI 61-101.

About Northfield

Northfield is a publicly traded Canadian investment and operating company with deep roots in resources, mining, aviation, and premium consumer brands. Founded in 1981 by Robert D. Cudney, the Company combines over four decades of experience with forward-thinking strategies to unlock opportunities across its diversified portfolio. Northfield is dedicated to fostering growth and innovation in businesses that drive economic prosperity in Canada and abroad. The Company's flagship investment, Juno Corp., is the largest mineral claimholder and the most active explorer in the Ring of Fire. True North Airways, the Company's wholly-owned aviation subsidiary, provides charter, cargo, and exploration logistics services across Canada and is expanding internationally through CNA Aviation Corp. in Central America.

For more information, visit www.northfieldcapital.com.

For further information, please contact:

Qualified Person

Scott Zelligan, P. Geo. (PGO #2078), Director of Exploration for Juno Corp. is considered a "Qualified Person" for the purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects and has reviewed and approved the scientific and technical disclosure contained in this news release.

Forward-Looking Information and Other Disclaimers

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking information") within the meaning of applicable securities laws including, but not limited to, statements with respect to the Juno Share Acquisition (including, the anticipated closing date thereof and the securities laws expected to be applicable thereto), the receipt of TSXV acceptance and disinterested shareholder approval for the Juno Share Acquisition, Juno's 2026 exploration campaign and its exploration in the Ring of Fire (and expectations with respect thereto), the expected results and objectives of Juno's drilling program, government infrastructure commitments and timelines, the development of all-season roads and transmission infrastructure in the Ring of Fire, and the anticipated benefits of Juno's mineral properties and exploration activities. 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. Forward-looking information is 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 information are based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct.

Since forward-looking 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.ca. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking information included in this news release are expressly qualified by this cautionary statement. The forward-looking information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

The securities offered will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent a registration statement or an applicable exemption from the registration requirements. The news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

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 news release.

SOURCE: Northfield Capital Corporation

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