TORONTO, April 2, 2025 /CNW/ - Montfort Capital Corp. ("Montfort" or the "Company") (TSXV: MONT), a trusted provider of focused private credit strategies for institutional investors, family offices, and wealth managers, today announced that, in furtherance to its press releases dated November 26, 2024, February 3, 2025 and March 19, 2025, it has closed the sale of its mortgage lending business (the "Sale Transaction") to Brightpath Holdings Corporation (the "Buyer").
Montfort Capital Corp. Logo (CNW Group/Montfort Capital Corp.)
The Buyer is a company controlled by Mr. Blake Albright, a former director and senior officer of the Company.
Pursuant to the definitive share purchase agreement with the Buyer (the "DefinitiveAgreement"), the Company has sold all of the shares of Brightpath Capital Corporation, Brightpath Servicing Corporation and Brightpath II Servicing Corporation (collectively, "Brightpath"), which together comprise the Company's mortgage lending business, to the Buyer for an aggregate purchase price equal to:
(1)
$13,000,000 of indebtedness owing from the Company to Brightpath (the "Intercompany Indebtedness"), and
(2)
$3,567,250, representing the aggregate value of 17,500,000 common shares (the "Montfort Shares") in the capital of Montfort at a price of $0.0475 per Montfort Share and 8,000,000 8% Class A preferred shares (the "Montfort Preferred Shares") in the capital of Montfort at a price of $0.342 per Montfort Preferred Share.
The above price per Montfort Share and Montfort Preferred Share equals 95% of the applicable market price (as determined in accordance with section 1.11 of National Instrument 62-104, Take-Over Bids and Issuer Bids).
The Buyer satisfied the purchase price for the Sale Transaction by: (a) transferring 11,500,000 Montfort Shares to the Company for cancellation; (b) transferring all of the Montfort Preferred Shares to the Company for cancellation; (c) transferring all security-based compensation held by Mr. Albright, including 160,125 options, 80,350 restricted stock units and 1,200,000 performance share units of the Company, to the Company for cancellation; (d) assuming the Intercompany Indebtedness; and (e) issuing a non-interest bearing promissory note to the Company in the aggregate amount of $285,000 (the "Promissory Note").
Pursuant to the Definitive Agreement, the Company has the right, but not the obligation, to purchase the remaining 6,000,000 Montfort Shares (the "Sale Option Shares") held by the Buyer for cancellation at a price of $0.0475 per Sale Option Share (the "Call Right"), provided that:
(1)
the purchase of the Sale Option Shares does not result in the creation of a new "Control Person" (as such term is defined in the TSXV Corporate Finance Manual), and
(2)
the then market price (as determined in accordance with section 1.11 of National Instrument 62-104, Take-Over Bids and Issuer Bids) of the Montfort Shares equals or exceeds $0.0475 per Montfort Share.
If the Call Right has not been exercised three years from the date hereof, the Call Right will terminate and the Buyer will be permitted to transfer all, or any portion of, the Sale Option Shares to an arm's length third party, provided that any proceeds received by the Buyer from such transaction be paid to the Company and set off against the Promissory Note.
About Montfort Capital Corp.
Montfort is a trusted provider of focused private credit strategies for institutional investors, family offices, and wealth managers. Montfort's experienced management teams employ focused strategies to drive superior risk-adjusted investment returns. For further information, please visit www.montfortcapital.com.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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; the Company's future financial performance; and the exercise of the Call Right.
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; continued availability of equity and debt financing; general economic risks; interest rates remaining elevated for longer; and 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.
