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Northfield Capital Corporation Acquires Securities of Nighthawk Gold Corp.

GlobeNewswire ·  {{timeTz}}

TORONTO, March 31, 2022 (GLOBE NEWSWIRE) -- Northfield Capital Corporation (the "Acquiror") announces that it acquired ownership and control of 249,000 common shares (the "Subject Shares") of Nighthawk Gold Corp. (the "Company") on March 28, 2022 through the facilities of the Toronto Stock Exchange, representing approximately 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 Acquiror held an aggregate of 14,246,142 common shares of the Company and convertible securities entitling the Acquiror to acquire an additional 460,000 common shares of the Company (the "Convertible Securities"), representing approximately 16.44% of the issued and outstanding common shares of the Company (or approximately 16.88% assuming exercise of the Convertible Securities only). Upon completion of the transaction described above, the Acquiror owns and controls an aggregate of 14,495,142 common shares of the Company (the "Owned Shares") and 460,000 Convertible Securities, representing approximately 16.73% of the issued and outstanding common shares of the Company as of March 28, 2022 (or approximately 17.17% assuming exercise of the Convertible Securities only) immediately following the transaction described above.

Immediately before the transaction described above, the Acquiror and its joint actors (Robert Cudney and Cudney Stables Inc. a corporation owned by Mr. Cudney) held an aggregate of 14,478,123 common shares of the Company and Convertible Securities entitling the Acquiror and its joint actors to acquire an additional 510,000 common shares. Of these totals, 14,246,142 common shares and 460,000 Convertible Securities were held by the Acquiror directly, 36,000 common shares were held by Cudney Stables Inc., and 195,981 common shares and 50,000 Convertible Securities were held by Mr. Cudney, representing approximately 16.71% of the issued and outstanding common shares of the Company (or approximately 17.20% assuming exercise of the Convertible Securities only). Upon completion of the transaction described above, the Acquiror, together with its joint actors, own and control an aggregate of 14,727,123 common shares of the Company and 510,000 Convertible Securities entitling the Acquiror and its joint actor to acquire an additional 510,000 common shares. Of these totals, 14,495,142 common shares and 460,000 Convertible Securities are owned by the Acquiror directly, 36,000 common shares were held by Cudney Stables Inc., and 195,981 common shares and 50,000 Convertible Securities are owned by Mr. Cudney, representing approximately 17.00% of the issued and outstanding common shares of the Company as of March 28, 2022 immediately following the transaction described above (or approximately 17.48% 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 Acquiror and its Joint Actors are managed for investment purposes, and the Acquiror and its joint actors 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 $216,319, calculated as an aggregate of 249,000 Subject Shares acquired at a purchase price of $0.87 per common share.

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


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