TORONTO, ONTARIO–(Marketwired – Nov. 10, 2016) – Northfield Capital Corporation (the “Acquirer”) (TSX VENTURE:NFD.A) announces that it has acquired ownership and control of 349,231 common shares (the “Subject Shares”) of Nighthawk Gold Corp. (the “Company”) on November 1, 2016, representing approximately 0.2% 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 22,580,101 common shares of the Company and convertible securities entitling the Acquirer to acquire an additional 1,400,000 common shares of the Company (the “Warrants”), representing approximately 16.6% of the issued and outstanding common shares of the Company (or approximately 17.5% assuming exercise of the Warrants only). Upon completion of the transaction described above, the Acquirer owns and controls an aggregate of 22,929,332 common shares of the Company (the “Owned Shares”) and the 1,400,000 Warrants, representing approximately 15.0% of the issued and outstanding common shares of the Company as of November 1, 2016 immediately following the transaction described above (or approximately 15.8% assuming exercise of the Warrants only).
Immediately before the transaction described above, the Acquirer and its joint actor (Robert Cudney) held an aggregate of 23,145,010 common shares of the Company and convertible securities entitling the Acquirer and its joint actor to acquire an additional 1,812,467 common shares of the Company, inclusive of the Warrants (such convertible securities referred to collectively with the Warrants herein as the “Convertible Securities”) representing approximately 17.1% of the issued and outstanding common shares of the Company (or approximately 18.2% assuming exercise of the Convertible Securities only). Of these totals, 22,580,101 common shares and 1,400,000 Convertible Securities were held by the Acquirer directly, and 564,909 common shares and 412,467 Convertible Securities were held by its joint actor. Upon completion of the transaction described above, the Acquirer, together with its joint actor, own and control an aggregate of 23,494,241 common shares of the Company and 1,812,467 Convertible Securities (of which the 22,929,332 Owned Shares and 1,400,000 Convertible Securities are owned by the Acquirer directly and 564,909 common shares and 412,467 Convertible Securities are owned by its joint actor), representing approximately 15.4% of the issued and outstanding common shares of the Company as of November 1, 2016 immediately following the transaction described above (or approximately 16.4% assuming exercise of the Convertible Securities only).
The Subject Shares were acquired in a private placement and not through the facilities of any 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 $185,000.15, calculated as follows:
| (i) | an aggregate of 280,000 Subject Shares were acquired at a purchase price of $0.50 per share for total consideration of $140,000; and |
| (ii) | an aggregate of 69,231 Subject Shares were acquired at a purchase price of $0.65 per share for total consideration of $45,000.15. |
The trade was effected in reliance upon the exemption contained in Section 2.3 of National Instrument 45-106 on the basis that the Acquirer is an “accredited investor” as defined herein.
Additional Information
A copy of the applicable securities report filed in connection with the matters set forth above may be obtained by contacting:
| Brent Peters |
| 141 Adelaide Street West |
| Suite 301 |
| Toronto, Ontario |
| M5H 3L5 |
416-628-5901