TORONTO, ONTARIO -- (Marketwire) -- 03/08/13 -- Northfield Capital Corporation ("Northfield") (TSX VENTURE: NFDA) of 141 Adelaide Street West, Suite 301, Toronto, Ontario announces that it has acquired ownership and control of an aggregate of 14,307,459 common shares of Nighthawk Gold Corp. ("Nighthawk") at a cost of $0.12 per share, through a shares for debt transaction on March 8, 2013, representing approximately 7.7% of the issued and outstanding common shares of Nighthawk as at March 8, 2013.
Upon completion of the transaction described above, Northfield owns and controls an aggregate of 26,737,959 common shares of Nighthawk and 2,839,857 convertible securities of Nighthawk, representing approximately 14.4% of the issued and outstanding common shares of Nighthawk immediately following the transaction described above (or approximately 15.7% calculated on a partially diluted basis, assuming the exercise of 2,839,857 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 27,287,959 common shares of Nighthawk (of which 26,737,959 common shares are owned by Northfield directly and 550,000 common shares are owned by Mr. Cudney) and 2,914,857 convertible securities (of which 2,839,857 convertible securities are owned by Northfield directly and 75,000 convertible securities are owned by Mr. Cudney), representing approximately 14.7% of the issued and outstanding common shares of Nighthawk immediately following the transaction described above (or approximately 16.0% calculated on a partially diluted basis, assuming the exercise of the 2,914,857 convertible securities only).
The common shares were acquired in a shares for debt transaction which did not take place through the facilities of any market for Nighthawk's securities. This transaction was effected for investment purposes and Northfield and its joint actor, Mr. Cudney, could increase or decrease their investments in Nighthawk at any time, or continue to maintain their current investment position, depending on market conditions or any other relevant factor. The common shares were acquired for a purchase price of Cdn$0.12 per share for aggregate consideration of $1,716,895, 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.
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.
Northfield Capital Corporation
(416) 628-5911 (FAX)