TORONTO, July 31, 2020 (GLOBE NEWSWIRE) -- Northfield Capital Corporation (TSX-V:NFD.A) (the “Acquirer”) announces that it has acquired ownership and control of 70,000 common shares (the “Subject Shares”) of Nighthawk Gold Corp. (the “Company”) on July 30, 2020 through the facilities of the Toronto Stock Exchange, representing approximately 0.16% of all issued and outstanding common shares of the Company as of such date immediately following such transaction.
Immediately before the transaction described above, the Acquirer held an aggregate of 8,732,400 common shares of the Company, representing approximately 19.46% of the issued and outstanding common shares of the Company. Upon completion of the transaction described above, the Acquirer owns and controls an aggregate of 8,802,400 common shares of the Company (the “Owned Shares”), representing approximately 19.62% of the issued and outstanding common shares of the Company as of July 30, 2020 immediately following the transaction described above.
Immediately before the transaction described above, the Acquirer and its joint actor (Robert Cudney) held an aggregate of 8,853,381 common shares of the Company and convertible securities entitling the Acquirer and its joint actor to acquire an additional 150,000 common shares of the Company (the “Convertible Securities”). Of these totals, 8,732,400 common shares were held by the Acquirer directly, and 120,981 common shares and 150,000 Convertible Securities were held by its joint actor, representing approximately 19.73% of the issued and outstanding common shares of the Company (or approximately 19.99% assuming exercise of the Convertible Securities only). Upon completion of the transaction described above, the Acquirer, together with its joint actor, own and control an aggregate of 8,923,381 common shares of the Company and 150,000 Convertible Securities (of which the 8,802,400 Owned Shares are owned by the Acquirer directly and 120,981 common shares and 150,000 Convertible Securities are owned by its joint actor), representing approximately 19.89% of the issued and outstanding common shares of the Company as of July 30, 2020 immediately following the transaction described above (or approximately 20.15% assuming exercise of the Convertible Securities only).
The Subject Shares were acquired through the facilities of the Toronto Stock Exchange. The holdings of securities of the Company by the Acquirer and its Joint Actor are managed for investment purposes, and the Acquirer and its Joint Actor could increase or decrease their investments in the Company at any time, or continue to maintain their current investment position, depending on market conditions or any other relevant factor. The aggregate consideration payable for the Subject Shares was $119,700.00, calculated as an aggregate of 70,000 Subject Shares acquired at a purchase price of $1.71 per share.
The trade was effected in reliance upon the exemption contained in Section 4.1 of National Instrument 62-104, as a result of: (i) the transaction was for not more than 5% of the outstanding common shares of the Company; (ii) the aggregate number of common shares acquired in reliance on this exemption by the Acquirer and any person acting jointly or in concert with the Acquirer within any period of 12 months, when aggregated with acquisitions otherwise made by the Acquirer and any person acting jointly or in concert with the Acquirer within the same 12-month period, does not exceed 5% of the common shares outstanding at the beginning of the 12-month period; (iii) there is a published market for the common shares; and (iv) the value of the consideration paid for the Subject Shares is not in excess of the market price at the date of acquisition, as determined in accordance with section 1.11 of National Instrument 62-104, plus reasonable brokerage fees or commissions actually paid.
The head office of the Company is located at 141 Adelaide Street West, Suite 301, Toronto, Ontario M5H 3L5.
Additional Information
A copy of the early warning report filed in connection with the matters set forth above may be obtained by contacting:
Michael G. Leskovec, CPA CA
141 Adelaide Street West
Suite 301
Toronto, Ontario M5H 3L5
Tel: 647-794-4360
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
