Montfort Capital completes the acquisition of 100% of Langhaus financial partners

~Langhaus’ excellent performance and growth are driving forces to complete the acquisition~

TORONTO, June 27, 2024 /CNW/ – Montfort Capital Corp. (“Montfort” or the “Company”) (TSXV: MONT) (OTCQB: MONTF), a trusted provider of targeted private credit strategies to institutional investors, family offices and wealth managers, is pleased to announce the closing of its previously announced acquisition of the remaining 21.98% ownership interest (the “Minority interests“) of Langhaus Financial Partners Inc. (“Langhaus“), a subsidiary of the Company. As disclosed in the press release dated March 19, 2024Langhaus achieved its financial target in terms of assets under management (“AUM“), authorizing the Company to acquire Minority Shares under the call option contained in the amended and restated shareholders’ agreement of Langhaus dated October 2, 2022 (“SH“).

Montfort acquired Minority Shares by issuing 5,276,327 ordinary shares in the capital of the Company (“Actions Considerations“). Under the terms of the SHA, Montfort acquired the remaining 2,931 ordinary shares of Langhaus (“Langhaus shares“) in exchange for the issuance of Replacement Shares at a deemed price of PLN 0.50 per share for total value $2,638,163.50. All Replacement Shares issued to purchase the Minority Interests will be subject to a four-month restricted period.

Share of related entities

One of the shareholders who sold his shares to Langhaus Montfort in accordance with 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“) because the GFC is controlled by Michael Godsoedirector and board member 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 relation to the acquisition of the Langhaus GFC shares because no securities of the Company are listed or traded on any regulated stock exchange or equity market and the fair market value (as determined in accordance with MI 61-101) of the Consumation Shares issued to GFC is less than 25% of the market capitalisation of the Company (as determined in accordance with MI 61-101).

About Langhaus Financial

Langhaus is a leading non-bank provider of insurance-backed lending solutions to high-net-worth individuals and entrepreneurs worldwide. Canada. Working with Canada large insurance companies and top advisors, the Langhaus team designs flexible lending programs in a way that best meets borrower needs, with experience in structured finance transactions and complex borrower structures that fall outside the typical scope of Canadian banks. For more information, visit: www.langhausfinancial.com.

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About Montfort Capital Corp.

Montfort is a trusted provider of targeted private credit strategies to accredited investors, family offices and the IIROC channel. We use targeted strategies, experienced management teams and advanced technology to deliver superior risk-adjusted investment returns. For more information, 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.

Forecasting information

Certain information and statements in this press release contain and constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements generally use words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “continue,” “estimate,” “may,” “will,” “should,” “ongoing” and similar expressions, and all statements (express or implied) regarding the Company’s future development and future financial results should be included in this press release.

Forward-looking statements are not guarantees of future results, performance or developments and are based on expectations, assumptions and other factors that management currently believes are relevant, reasonable and appropriate in the circumstances, including, but not limited to, the assumption that the Company and the companies in which it invests are able to meet their future objectives and priorities and assumptions regarding general economic growth and the absence of unforeseen changes in the Company’s legal and regulatory framework.

Although management believes that forward-looking statements are reasonable, actual results may differ materially due to risks and uncertainties associated with Montfort business. Material risks and uncertainties relevant to the forward-looking statements contained in this document include, but are not limited to: intense competition in all aspects of the business; reliance on limited management resources; general economic risks; new laws and regulations; and litigation risks. Although Montfort attempted to identify factors that could cause actual actions, events or results to differ materially from those disclosed in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. In addition, many factors are beyond the control of MontfortAccordingly, 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 required by law. All forward-looking statements contained in this press release are qualified by this cautionary statement.

SOURCE Montfort Capital Corp.

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