Montfort Capital Announces Reinstatement of Trading on TSXV
The FFCTO was issued as a result of the delay in the filing of the Company's annual audited financial statements for the year ended December 31, 2024 (the 'Late Annual Financial Statements'). The delay in filing the annual financial statements had a cascading effect which caused the Company to also be late in filing its interim financial statements for the three-month period ended March 31, 2025 (the 'Late Interim Financial Statements' and together with the Late Annual Financial Statements, the 'Late Financial Statements').
The Company filed the Late Annual Financial Statements on May 27, 2025 and filed the Late Interim Financial Statements on June 11, 2025, whereby the OSC automatically revoked the FFCTO. Upon the revocation of the FFCTO, the Company applied to the TSXV to have its Common Shares and Series A Class A Preferred Shares reinstated for trading.
The Company acknowledges and appreciates the patience of its shareholders and stakeholders during this process and reaffirms its commitment to adhering to high standards of compliance and corporate governance.
In addition to the announcement regarding the reinstatement of trading on the TSXV, the Company is providing an update on a number of matters, including the following:
Related Party Loans Disclosure
During the financial year ended December 31, 2023, lending subsidiaries of the Company issued unsecured demand promissory notes to Godsoe Financial Capital Corporation, an entity controlled by Michael Godsoe, former director and officer of Langhaus Financial Corporation, for aggregate gross proceeds of $1,175,000 to fund their lending activities (the '2023 Related Party Notes'). The 2023 Related Party Notes are due in September 30, 2025 and yield an interest rate of TD Prime Rate plus 125 basis points per annum.
During the financial year ended December 31, 2024, the Company and lending subsidiaries of the Company issued unsecured demand promissory notes to certain directors and officers of the Company for aggregate gross proceeds of $1,450,000 to fund their loan book (the '2024 Related Party Notes'). The 2024 Related Party Notes represent less than 1.0% of the total consolidated indebtedness of the Company. The 2024 Related Party Notes are payable within 180 days of demand and yield an interest rate between 8% to 12% per annum.
During the six months June 30, 2025, lending subsidiaries of the Company issued additional unsecured demand promissory notes to a certain director of the Company for aggregate gross proceeds of $350,000 for additional funding to their loan book (the '2025 Related Party Notes' and together with the 2023 Related Party Notes and 2024 Related Party Notes, the 'Related Party Notes'). The 2025 Related Party Notes are payable within 180 days of demand and yield an interest rate of 8 to 12% per annum. The Related Party Notes remain subject to TSXV acceptance.
Amended Pivot General Facility
Pivot Financial I Limited Partnership ('Pivot LP') entered into a 2nd amended and restated credit agreement (the 'Amended Pivot General Facility') dated August 2, 2024 with Cortland Credit Lending Corporation, as lender, with the Company, 2862454 Ontario Inc., Brightpath Capital Corporation, Langhaus Financial Corporation and Langhaus Financial Partners Inc., each continuing to act as guarantors. The loan commitment under the Amended Pivot General Facility is $22.75 million and US$3.0 million. The purpose of the Amended Pivot General Facility was to extend the maturity date to April 30, 2025, which was further extended to June 30, 2025. Pivot LP is currently working towards another extension of the Amended Pivot General Facility with Cortland Credit Lending Corporation. The Amended Pivot General Facility remains subject to TSXV acceptance.
At the end of March 2025, Pivot LP was in breach of the Amended Pivot General Facility by breaching a financial covenant that limits its total advances to certain borrowers to $16.5 million. On April 23, 2025, Pivot LP rectified this covenant breach after receiving a $2.5 million principal payment from a borrower subject to the financial covenant under the Amended Pivot General Facility.
Incite Capital Markets Agreement
On May 1, 2020, the Company engaged Incite Capital Markets Inc., an arm's length firm ('Incite') to assist with corporate awareness and investor relations, which included developing communications strategies for Montfort. Incite received a fee of $8,000 plus applicable taxes per month for fiscal years 2020, 2021 and 2022 and the monthly fee was increased to $9,000 plus applicable taxes commencing January 1, 2023. The Company terminated services with Incite effective March 1, 2024. Incite and its principals hold approximately 3.0% of the issued and outstanding common shares in the capital of the Company. The engagement of Incite to provide investor relations services to the Company remains subject to TSXV acceptance.
Incite is a Vancouver-based capital markets advisory corporation. Incite provides expertise in capital markets, corporate communications, and investor and media relations. In addition to strategic insights, Incite invests in small to mid-sized technology companies. For further information, please visit www.incitecapitalmarkets.com.
Langhaus LifeCo Securitization Facility
Langhaus Insurance Finance LP III ('Langhaus LP III'), though its general partner, LIF GP III Corporation, as seller, entered into a master purchase and servicing agreement (the 'LifeCo Facility') dated September 10, 2024 with a major Canadian life insurer ('LifeCo'), as purchaser and agent, whereby Langhaus LP III agreed to sell certain Payments and Related Assets (each as defined in the LifeCo Facility) (collectively, the 'LifeCo Receivables') associated with insurance-backed loans originated by Langhaus Financial Corporation. To secure the payment of the LifeCo Receivables, Langhaus Financial Corporation, parent to Langhaus LP III and a subsidiary of the Company, pledged all accounts of Langhaus LP III, including records therefor and proceeds thereof, to the LifeCo. The LifeCo Facility has a purchase limit of $25,000,000 and includes a securitization factor of 92%.
Langhaus MOU with Canadian Life Insurer
In January 2025, Langhaus signed a memorandum of understanding ('MOU') with a major Canadian life insurance company to achieve certain business volume targets over a five-year period that commenced December 31, 2024. If volume targets have not been achieved by the end of the five-year period, Langhaus could be liable for a payment to the life insurance company of up to $2.1 million. Management estimates the business volume targets are achievable in the normal course of operations and the probability of a payment being required at the end of the five-year period is very low. As a result, no contingent liability is expected to be recorded in relation to this MOU.
On Behalf of the Board of Directors: Ken Thomson, Director & Chief Executive OfficerMontfort Capital Corp.
Web: www.montfortcapital.com
About Montfort Capital
Montfort is a trusted provider of focused private credit strategies for institutional investors, family offices, and wealth managers. We employ focused strategies, experienced management teams and advanced technology to drive 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
This news release contains 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking information') within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words 'believes,' 'may,' 'plans,' 'will,' 'anticipates,' 'intends,' 'could', 'estimates', 'expects', 'forecasts', 'projects' and similar expressions, and the negative of such expressions. Forward-looking information in this news release may include statements about the time of the reinstatement of trading of the Company's securities on the TSXV and the extension to the Amended Pivot General Facility.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances at the date such statements are made. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated that could affect the reinstatement of trading of the Company's securities on the TSXV and the ability for Pivot LP to extend the maturity date of the Amended Pivot General Facility. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
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