Montfort Capital Completes 100% Acquisition of Langhaus Financial Partners

~Langhaus' strong performance and growth drive acquisition completion~

TORONTO, June 27, 2024 /CNW/ - Montfort Capital Corp. ("Montfort" or the "Company") (TSXV: MONT) (OTCQB: MONTF), a trusted provider of focused private credit strategies for institutional investors, family offices, and wealth managers, is pleased to announce the completion of the previously announced acquisition of the remaining 21.98% ownership interest (the "Minority Interest") of Langhaus Financial Partners Inc. ("Langhaus"), a subsidiary of the Company. As disclosed in its press release dated March 19, 2024, Langhaus achieved its financial target for assets under management ("AUM"), allowing the Company to acquire the Minority Interest under a call option in the Langhaus amended and restated shareholders' agreement dated October 2, 2022 (the "SHA"). 

Montfort acquired the Minority Interest through the issuance of 5,276,327 common shares in the capital of the Company (the "Consideration Shares"). Under the terms of the SHA, Montfort acquired the remaining 2,931 common shares in Langhaus (the "Langhaus Shares") in exchange for the issuance of the Consideration Shares at a deemed price of $0.50 per share for an aggregate value of $2,638,163.50. All Consideration Shares issued to acquire the Minority Interest will be subject to a four-month restricted period.

Related Party Participation

One of the shareholders that sold their Langhaus Shares to Montfort under the SHA, Godsoe Financial Capital Limited ("GFC"), is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") as GFC is controlled by Michael Godsoe, a director and officer of Langhaus. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) in respect of the acquisition of GFC's Langhaus Shares as no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets and the fair market value (as determined under MI 61-101) of the Consideration Shares being issued to GFC is below 25% of the Company's market capitalization (as determined in accordance with MI 61-101).

About Langhaus Financial

Langhaus is the leading non-bank provider of insurance policy-backed lending solutions to high-net-worth individuals and entrepreneurs throughout Canada. Working cooperatively with Canada's major insurance companies and top advisers, the Langhaus team designs flexible lending programs in a way that best meets the needs of borrowers, with an expertise in structured finance transactions and complex borrower structures that fall outside the typical purview of Canadian banks. For more information visit: www.langhausfinancial.com.

About Montfort Capital Corp.

Montfort is a trusted provider of focused private credit strategies for accredited investors, family offices and the IIROC channel. We employ focused strategies, experienced management teams and advanced technology to drive superior risk-adjusted investment returns. For further information, please visit www.montfortcapital.com

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 news release.

Forward-Looking Information

Certain information and statements in this news release contain and constitute forward-looking information or forward-looking statements as defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements normally contain words like 'believe', 'expect', 'anticipate', 'plan', 'intend', 'continue', 'estimate', 'may', 'will', 'should', 'ongoing' and similar expressions, and within this news release include any statements (express or implied) respecting the future growth of the Company and the Company's future financial performance.

Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions and other factors that management currently believes are relevant, reasonable and appropriate in the circumstances, including, without limitation, the assumption that the Company and its investee companies are able to meet their respective future objectives and priorities and assumptions concerning general economic growth and the absence of unforeseen changes in the legislative and regulatory framework for the Company.

Although management believes that the forward-looking statements are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Montfort's business. Material risks and uncertainties applicable to the forward-looking statements set out herein include but are not limited to: intense competition in all aspects of business; reliance on limited management resources; general economic risks; new laws and regulations and risk of litigation. Although Montfort has attempted to identify factors that may cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, predicted, estimated or intended. Also, many of the factors are beyond the control of Montfort. Accordingly, readers should not place undue reliance on forward-looking statements. Montfort undertakes no obligation to reissue or update any forward-looking statements as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements contained in this news release are qualified by this cautionary statement.

SOURCE Montfort Capital Corp.

For more information, please contact: Ken Thomson, CEO, Matthew Priebe, Director of Business Development, Montfort Capital Corporation, [phone], [email protected]