~Management believes the current market price of Montfort’s common shares does not reflect the Company’s underlying value and future prospects~
VANCOUVER, BC – November 1, 2022 – Montfort Capital Corporation (“Montfort” or the “Company”) (TSX-V:MONT/OTCQB:MONTF), a leading innovator of technology in private credit, is pleased to announce its intention to commence a normal course issuer bid through the facilities of the TSX Venture Exchange (the “TSX-V”) 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 Company’s issued and outstanding Shares (the “NCIB”). As at 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 Company’s underlying value and future prospects and that, at such times, the purchase of the Company’s Shares represents an appropriate use of the Company’s financial resources and will enhance shareholder value. The NCIB will commence on November 3, 2022 and will terminate upon the earliest of (i) the Company purchasing 4,575,286 Shares, (ii) the Company providing notice of termination of the NCIB, and (iii) November 3, 2023. Under the NCIB, the Company may not acquire more than 2% of its issued and outstanding common shares in any 30-day period.
The NCIB will be made through the facilities of the TSX-V and ATS, and the purchase and payment for the Shares will be made in accordance with TSX-V and ATS requirements at the market price of the applicable securities at the time of acquisition, plus brokerage fees, if any, charged by the Broker. All securities purchased by the Company under the NCIB will be cancelled. Montfort reserves the right to terminate the NCIB at any time.
Montfort has engaged Haywood Securities to act as the broker through which the NCIB will be conducted.
Appointment of PwC LLP as Auditor
At the request of the Company, the Board of Directors has received the resignation of Manning Elliott LLP (“ME”) as independent registered auditor of the Company and has appointed PricewaterhouseCoopers LLP (“PwC”) as the new independent registered auditor of Montfort Capital Corp., effective October 15, 2022, until the close of the Company’s next Annual General Meeting. Additional capabilities and regional experience of PwC will provide the Company with enhanced audit committee oversight.
There were no reservations in ME’s audit reports for any financial period during which ME was the Company’s auditor. There are no “reportable events” (as the term is defined in National Instrument 51-102 – Continuous Disclosure Obligations) between the Company and ME.
In accordance with National Instrument 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 further to the news release dated August 15, 2022, the Company wishes to confirm it has cancelled 900,000 options issued to certain employees of Brightpath initially granted with an exercise price of $0.40. The options have been re-issued with an exercise price of $0.42 and will expire on August 15, 2027.
About Montfort Capital Corporation
Montfort manages a diversified family of specialized private credit brands that utilize focused strategies and experienced management teams combined with advanced technology to improve fee related performance. Montfort facilitates transparency for all of its investors through public company reporting. For further information, please visit www.montfortcapital.com.
For more information, please contact:
Tim McNulty / Darren Seed
Incite Capital Markets
Mike Walkinshaw, CEO
Montfort Capital Corporation
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.
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 completion of the Company’s previously announced acquisitions.
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 following assumptions: that the Company and its investee companies are able to meet their respective future objectives and priorities, assumptions concerning general economic growth and the absence of unforeseen changes in the legislative and regulatory framework for the Company; assumptions regarding the Company’s ability to complete its previously announced acquisitions on terms favourable to 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: the conditions of the proposed acquisitions not being satisfied; that the Company’s proposed acquisitions will not be completed; that the targets of the Company’s proposed acquisitions will not achieve their growth and profitability objectives; the Company having insufficient financial resources to achieve complete 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 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.