~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.