Northfield Capital Corporation Acquires Securities of Nighthawk Gold Corp. TSX Venture Exchange:NFDA

Northfield Capital Corporation Acquires Securities of Nighthawk Gold Corp. TSX Venture Exchange:NFDA

News Highlights

TORONTO, April 08, 2021 (News) — Northfield Capital Corporation (TSX-V: NFD.A) (the “Acquirer”) announces that it has acquired ownership and control of 1,150,000 units of Nighthawk Gold Corp. (the “Company”) on April 8, 2021. Each unit consist of one common share of the Company and 0.4 of one common share purchase warrant. The warrants are exercisable into common shares at an exercise price of $1.35 per common share expiring on April 10, 2023. The common shares represent 1.90% 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 10,109,342 common shares of the Company, representing approximately 19.67% 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 11,259,342 common shares of the Company (the “Owned Shares”), representing approximately 18.59% of the issued and outstanding common shares of the Company as of April 8, 2021 immediately following the transaction described above.

Immediately before the transaction described above, the Acquirer and its joint actor (Robert Cudney) held an aggregate of 10,230,323 common shares of the Company and convertible securities entitling the Acquirer and its joint actor to acquire an additional 431,771 common shares of the Company (the “Convertible Securities”). Of these totals, 10,109,342 common shares and 281,771 Convertible Securities were held by the Acquirer directly, and 120,981 common shares and 150,000 Convertible Securities were held by its joint actor, representing approximately 19.91% of the issued and outstanding common shares of the Company (or approximately 20.57% 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 11,380,323 common shares of the Company and 891,771 Convertible Securities (of which 11,259,342 Owned Shares and 741,771 Convertible Securities are owned by the Acquirer directly and 120,981 common shares and 150,000 Convertible Securities are owned by its joint actor), representing approximately 18.79% of the issued and outstanding common shares of the Company as of April 8, 2021 immediately following the transaction described above (or approximately 19.97% assuming exercise of the Convertible Securities only).

The units were acquired in a private placement offering by the Company. 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 $1,104,000, calculated as an aggregate of 1,150,000 units acquired at a purchase price of $0.96 per share.

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.

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 – CFO141 Adelaide Street West, Suite 301Toronto, Ontario M5H 3L5Tel: 647-794-4360

Neither 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.

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