Northfield Capital Corp. — Proxy Solicitation & Information Statement 2022

Jun 24, 2022

NORTHFIELD CAPITAL CORPORATION

(the “Corporation”)

FORM OF PROXY (“PROXY”)

Annual and Special Meeting Friday, July 15, 2022, at 10:30 a.m. EDT 141 Adelaide Street West, Suite 301, Toronto, Ontario (the “Meeting”)

RECORD DATE: May 19, 2022 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: Wednesday, July 13, 2022, at 10:30 a.m. EDT

VOTING METHOD

FILING DEADLINE FOR PROXY: Wednesday, July 13, 2022, at 10:30 a.m. EDT	FILING DEADLINE FOR PROXY: Wednesday, July 13, 2022, at 10:30 a.m. EDT
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto,Ontario,M5H 4H1

The undersigned hereby appoints Robert Cudney, President & Chief Executive Officer of the Corporation, whom failing Michael Leskovec, Chief Financial Officer of the Corporation (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors	1. Election of Directors	FOR	FOR	FOR	FOR	FOR	FOR	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD	WITHHOLD
	a) Maryke Ballard
	b) Robert Cudney
	c) Ernie Eves
	d) John McBride
	e) Thomas Pladsen
	f) Morris Prychidny
2. Re-appointment of Auditor		FOR						WITHHOLD
Re-appointment ofMNP LLP, Chartered Accountantsas Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.
**3. Name Change **		FOR						AGAINST
To consider and, if deemed advisable, to approve, with or without variation, a special resolution, the text of which is set forth in the accompanying
amended management information circular (the “Circular”), to amend to the articles of the Corporation to effect a change of its name from “Northfield Capital Corporation” to “Northfield & Co. Limited”, or such other name as the board of directors of the Corporation in its discretion may resolve and as may be acceptable to applicable regulatory authorities, including the TSX Venture Exchange.
4. Number of Directors		FOR						AGAINST
To consider and, if deemed advisable, to approve, with or without variation, a special resolution authorizing and approving the directors of the
Corporation to determine the number of directors of the Corporation within the minimum and maximum number set forth in the articles of the Corporation and the number of directors to be elected at the annual meeting of Shareholders of the Corporation, as more particularly described in the Circular.
5. Share Split		FOR						AGAINST
To consider and, if deemed advisable, to approve, with or without variation, a special resolution authorizing and approving the Corporation to amend its

To consider and, if deemed advisable, to approve, with or without variation, a special resolution authorizing and approving the directors of the Corporation to determine the number of directors of the Corporation within the minimum and maximum number set forth in the articles of the Corporation and the number of directors to be elected at the annual meeting of Shareholders of the Corporation, as more particularly described in the Circular. 5. Share Split To consider and, if deemed advisable, to approve, with or without variation, a special resolution authorizing and approving the Corporation to amend its articles to give effect to a share split of the Class A restricted voting shares and Class B multiple voting shares on the basis of up to twenty (20) post-split Shares for each one (1) pre-split Share, as determined by the board of directors of the Corporation, in its sole discretion.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

==> picture [83 x 34] intentionally omitted <==

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

5. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Corporation.

6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.

7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

8. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

To register, please visit

https://www.tsxtrust.com/t/investor-hub/forms/investor-insiteregistration

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

062222_v1