Monday, December 5 2022

~Management believes that the current market price of Montfort’s ordinary shares does not reflect the underlying value and future prospects of the Company~

VANCOUVER, BC, November 1, 2022 /CNW/ – Montfort Capital Corporation (“Montfort” or the “Company”) (TSXV: MONT) (OTCQB: MONTF), a leader in private credit technology innovation, is pleased to announce its intention to launch a normal course issuer bid through of the TSX Venture Exchange (the “TSXV”) and Alternative Trading Systems (“ATS”) to repurchase for cancellation up to 4,575,286 common shares of the Company (“Shares”), representing approximately 5% of the issued and outstanding shares of the Company (“the NCIB”). As of the date hereof, the Company has 91,505,730 shares outstanding.

The Company believes that from time to time the market price of its Shares does not adequately reflect the underlying value and future prospects of the Company and that at such times the purchase of Shares of the Company represents an appropriate use of the Company’s financial resources and will increase shareholder value. OPNA will begin on November 3, 2022 and will end on the earliest of the following dates: (i) the Company purchases 4,575,286 Shares, (ii) the Company provides notice of termination of the tender offer, and (iii) November 3, 2023. Under the terms of the issuer bid, the Company may not acquire more than 2% of its issued and outstanding common shares during a 30-day period.

The issuer bid will be made through the facilities of the TSX-V and the ATS, and purchase and payment for the shares will be made in accordance with the requirements of the TSX-V and the ATS at the market of the securities applicable at the time of acquisition, plus brokerage fees, if any, charged by the broker. All securities purchased by the Company under the public buyback offer will be cancelled. Montfort reserves the right to terminate the OPNA at any time.

Montfort has engaged Haywood Securities to act as broker through which the OPRCN will be effected.

Appointment of PwC LLP as statutory auditor

At the request of the Company, the Board of Directors has received the resignation of Manning Elliott LLP (“ME”) as the independent registered auditor of the Company and has appointed PricewaterhouseCoopers LLP (“PwC”) as the new registered auditor independent of Montfort Capital Corp., from October 15, 2022, until the close of the Company’s next annual general meeting. PwC’s additional capabilities and regional experience will provide the Company with enhanced audit committee oversight.

There were no qualifications in ME’s audit reports for any financial period during which ME was the Company’s auditor. There are no “reportable events” (as that term is defined in National Instrument 51-102 – Continuous Disclosure Obligations) between the Company and ME.

In accordance with NI 51-102, the Notice of Change of Auditor, together with the required letters from ME and PwC, have been reviewed by the Company’s Audit Committee and have been filed on SEDAR.

The Company also announces following the press release of the August 15, 2022the Company wishes to confirm that it has canceled 900,000 options issued to certain Brightpath employees originally granted with an exercise price of $0.40. The options were reissued with an exercise price of $0.42 and will expire on August 15, 2027.

About Montfort Capital society

Montfort manages a diverse family of specialty private credit brands that use focused strategies and experienced management teams combined with cutting-edge technology to improve fee-related performance. Montfort facilitates transparency for all its investors through public company reporting. For more information, please visit

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 press release.

Forward-looking information

Certain information and statements contained in this press release contain and constitute forward-looking information or forward-looking statements as defined by applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements normally contain words such as “believe”, “expect”, “anticipate”, “plan”, “intend”, “continue”, “estimate”, “may”, “will” , ‘should’, ‘ongoing’ and similar expressions, and in this press release include any statements (express or implied) regarding the future growth of the Company, the future financial performance of the Company and the completion of previously announced acquisitions of the society.

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 under the circumstances, including, without limited to, the following assumptions: The Company and its investee companies are able to achieve their respective future objectives and priorities, assumptions regarding general economic growth and the absence of unforeseen changes in the legislative and regulatory framework of the Company ; assumptions regarding the Company’s ability to complete its previously announced acquisitions on terms favorable to the Company.

Although management believes that the forward-looking statements are reasonable, actual results could differ materially due to the risks and uncertainties associated with and inherent in Montfort’s Company. The material risks and uncertainties applicable to the forward-looking statements set forth herein include, but are not limited to: the conditions of the proposed acquisitions not being satisfied; that the acquisitions proposed by the Company will not be carried out; that the targets of the Company’s acquisition projects will not achieve their growth and profitability objectives; the Company not having sufficient financial resources to carry out the proposed transaction and achieve its objectives; intense competition in all aspects of business; reliance on limited management resources; general economic risks; new laws and regulations and litigation risks. Although Montfort has attempted to identify factors that could 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 forecast. In addition, many factors are beyond the control of Montfort. Accordingly, readers should not place undue reliance on forward-looking statements. Montfort does not undertake any obligation to reissue or update 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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