TORONTO, May 05, 2022 (GLOBE NEWSWIRE) -- Northfield Capital Corporation (the “Acquirer”) announces that it has acquired ownership and control of 357,500 units of Nighthawk Gold Corp. (the “Company”) on May 3, 2022, in connection with the Company’s previously announced “bought deal” public offering of units, flow-through units and premium flow-through units. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. The warrants are exercisable into common shares at an exercise price of $1.05 per common share expiring on May 3, 2024. The common shares represent 0.29% 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 14,495,142 common shares of the Company, representing approximately 16.73% 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 14,852,642 common shares of the Company (the “Owned Shares”), representing approximately 12.10% of the issued and outstanding common shares of the Company as of May 3, 2022 immediately following the transaction described above.
Immediately before the transaction described above, the Acquirer and its joint actor (Robert Cudney) held an aggregate of 14,727,123 common shares of the Company and convertible securities entitling the Acquirer and its joint actor to acquire an additional 688,750 common shares of the Company (the “Convertible Securities”). Of these totals, 14,495,142 common shares and 638,750 Convertible Securities were held by the Acquirer directly, and 231,981 common shares and 50,000 Convertible Securities were held by its joint actor, representing approximately 17% of the issued and outstanding common shares of the Company (or approximately 17.65% 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 15,084,623 common shares of the Company and 867,500 Convertible Securities (of which 14,852,642 Owned Shares and 817,500 Convertible Securities are owned by the Acquirer directly and 231,981 common shares and 50,000 Convertible Securities are owned by its joint actor), representing approximately 12.28% of the issued and outstanding common shares of the Company as of May 3, 2022 immediately following the transaction described above (or approximately 12.90% assuming exercise of the Convertible Securities only).
The units were acquired in a “bought deal” offering transaction offered by way of a short form prospectus in the provinces of Canada, other than Quebec. 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 units was $250,250, calculated as an aggregate of 357,500 units acquired at a purchase price of $0.70 per unit.
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
