~Management believes the current market price
of Montfort's common shares does
not reflect the Company's underlying value and future
prospects~
VANCOUVER, BC, Nov. 1, 2022
/CNW/ - Montfort Capital Corporation ("Montfort" or the
"Company") (TSXV: 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 "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 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.
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, 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.
SOURCE Montfort Capital Corp.