Northfield Capital Corporation
TSX VENTURE : NFD.A

May 17, 2013 11:10 ET

Northfield Capital Corporation Acquires Securities of Canada Lithium Corp.

TORONTO, ONTARIO--(Marketwired - May 17, 2013) - Northfield Capital Corporation ("Northfield") (TSX VENTURE:NFD.A) of 141 Adelaide Street West, Suite 301, Toronto, Ontario announces that it has acquired ownership and control of an aggregate of 7,000 convertible debentures (the "Debentures") of Canada Lithium Corp. (the "Company") at a cost of $1,000 per Debenture, through a private placement on May 15, 2013, representing approximately 2.6% of the issued and outstanding common shares of the Company as at May 15, 2013 on a partially diluted basis, assuming the conversion of the principal amount of the Debentures only.

Upon completion of the transaction described above, Northfield owns and controls an aggregate of 24,335,000 common shares of the Company (the "Owned Shares") and convertible securities entitling Northfield to acquire an additional 11,097,222 common shares of the Company (the "Convertible Securities") as well as the right to acquire certain additional common shares of the Company issuable in connection with certain interest payments owing under the Debentures, to be calculated at the time of the issuance of such additional common shares (the "Interest Shares"). The Owned Shares represent approximately 6.7% of the issued and outstanding common shares of the Company as of May 15, 2013. The Owned Shares together with the common shares issuable pursuant to the Convertible Securities represent approximately 9.5% of the issued and outstanding common shares of the Company as of May 15, 2013, calculated on a partially diluted basis, assuming the issuance of the 11,097,222 common shares issuable upon exercise or conversion of the Convertible Securities only.

Upon completion of the transaction described above, Northfield, together with its joint actor Mr. Robert Cudney, own and control an aggregate of 24,986,000 common shares of the Company (the "Owned Joint Actor Shares") (of which 24,335,000 common shares are owned by Northfield directly and 651,000 common shares are owned by its joint actor), and convertible securities entitling Northfield and its joint actor to acquire an additional 12,797,222 common shares of the Company (the "Joint Actor Convertible Securities"), as well as the right to acquire the Interest Shares (of which 11,097,222 common shares issuable pursuant to the Joint Actor Convertible Securities and the right to acquire the Interest Shares are owned by Northfield directly and 1,700,000 common shares issuable pursuant to the Joint Actor Convertible Securities are owned by its joint actor). The Owned Joint Actor Shares represent approximately 6.9% of the issued and outstanding common shares of the Company as of May 15, 2013. The Owned Joint Actor Shares together with the common shares issuable pursuant to the Joint Actor Convertible Securities represent approximately 10.1% of the issued and outstanding common shares of the Company as of May 15, 2013, calculated on a partially diluted basis, assuming the issuance of the 12,797,222 common shares issuable upon exercise or conversion of the Joint Actor Convertible Securities only.

The Debentures were acquired in a private placement transaction which did not take place through the facilities of any market for the Company's securities. This transaction was effected for investment purposes and Northfield and its joint actor, Mr. Cudney, 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 Debentures were acquired for a purchase price of Cdn$1,000 per Debenture for aggregate consideration of $7,000,000, pursuant to the exemption contained in Section 2.3 of National Instrument 45-106 on the basis that Northfield is an accredited investor as defined in such instrument.

Additional Information

A copy of the applicable securities report filed in connection with the matters set forth above may be obtained through Northfield's offices by contacting:

Brent Peters
Northfield Capital Corporation
141 Adelaide Street West, Suite 301
Toronto, ON M5H 3L5
Tel: (416) 628-5901
Fax: (416) 628-5911

NEITHER THE 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 RELEASE.

Contact Information

  • Northfield Capital Corporation
    Brent Peters
    (416) 628-5901
    (416) 628-5911 (FAX)