Montfort Capital Announces Agreements to Sell Pivot Business, Repurchase Shares
Repurchase of Shares Held by Dan Flaro
As condition of the Pivot Sale, Montfort has also entered into a share purchase agreement (the "Flaro SPA") with Dan Flaro, president of the Pivot Group, to acquire and cancel 1,024,299 Series A, Class A Preferred Shares and 2,397,368 common shares in the capital of the Company (the "Repurchased Shares") for aggregate consideration of $584,070.54 (the "Flaro Purchase Price"), subject to adjustment if market value of the Repurchased Shares is less than the Flaro Purchase Price on closing of the Flaro SPA. The Flaro Purchase Price will be paid by Montfort on closing of the Flaro SPA by issuing a non-interest bearing promissory note (the "Montfort IB Note"), whereby the principal thereof will equal the market value of the Repurchased Shares on closing of the Flaro SPA. The Flaro SPA is expected to close immediately prior to closing of the Pivot SPA, subject to approval of the TSXV.
The Flaro SPA is an exempt issuer bid pursuant to Section 4.7 of National Instrument 62-104 Take-Over Bids and Issuer Bids ("NI 62-104").
Dan Flaro, as president of the Pivot Group, is a "related party" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the Flaro SPA is considered a "related party transaction" subject to the requirements of TSXV Policy 5.9 and MI 61-101. The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the value of the Repurchased Shares does not exceed 25% of the Company's market capitalization.
Additional details regarding the terms of the Pivot Sale and the acquisition of the Repurchased Shares are set out in the Pivot SPA and Flaro SPA which will be filed on the Company's profile on SEDAR+ at www.sedarplus.ca. Montfort will send a copy of the material change report to be filed in respect of the Pivot Sale to any of its securityholders upon request and without charge.
About Montfort Capital Corp.
Montfort builds and manages private credit portfolios that have focused investing strategies for the institutional and accredited investors markets. 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 statements contained in this press release constitute "forward-looking information" and "forward-looking statements", collectively "forward looking statements". All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "designed", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These forward-looking statements include, but are not limited to: projected timing of closing the Pivot Sale and the Flaro SPA, the TSXV acceptance of Pivot Sale and Flaro SPA, and obtaining consent of Montfort's senior lender, Cortland Credit Lending Corporation.
This forward-looking information is based on a number of material factors and assumptions including, but not limited to: stable interest rates and financing costs remaining consistent with current market conditions; no material adverse changes in general economic conditions in key markets; competitive positioning remaining stable in the Company's target markets; stability in the competitive landscape of the Company's businesses with no disruptive new market entrants; credit spreads in private lending markets remaining consistent with current market conditions; no significant changes in asset valuations that would impact collateral values; continued demand for private credit; ability to maintain current loan servicing capabilities and operational efficiencies; ability to maintain relationships with key capital providers, co-lenders and financial partners; and availability of external financing at reasonable rates. These assumptions should be considered carefully by readers.
The forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements. These risks and uncertainties include, but are not limited to: lower than expected revenue growth in the Company's core business segments; potential for increased competition that could compress profit margins; possibility of higher operating costs than forecasted; risk of economic downturn affecting demand for the Company's services; unforeseen regulatory changes impacting the Company's business model and/or cost structure; failure to obtain approval from the TSXV for the Pivot Sale and the Flaro SPA; failure to obtain approval of Cortland Credit Lending Corporation for the Pivot Sale; deterioration of the loan portfolio of the Company and of the Pivot Group; and the Company being unable to continue as a going concern due to its inability to procure additional liquidity and / or financing on reasonable terms. We do not undertake to update any forward-looking information, except as, and to the extent required by, applicable securities laws.
Based on current available information, the Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that those expectations will prove to be correct. The forward-looking statements in this press release are expressly qualified by this statement, and readers are advised not to place undue reliance on the forward-looking statements.
SOURCE Montfort Capital Corp.
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