Mr. Ken Thomson reports

MONTFORT CAPITAL TO ACQUIRE MINORITY INTEREST IN LANGHAUS FINANCIAL PARTNERS

Montfort Capital Corp. has entered into definitive agreements to acquire the remaining 21.98 per cent issued and outstanding share capital of Langhaus Financial Partners Inc. Langhaus achieved its financial target for assets under management, which has allowed Montfort to exercise its call option to acquire the target shares under the Langhaus shareholders agreement, as amended and restated on Oct. 2, 2022.

Details of the acquisition

In accordance with the SHA between Montfort, Langhaus, Godsoe Financial Capital Ltd. and John Harris, Montfort has the option to exercise a call notice to acquire the target shares upon Langhaus's assets under management reaching $120-million. Montfort is pleased to announce that Langhaus has achieved the AUM target and it has decided to exercise its call option to acquire 1,598 target shares from GFC and 1,333 target shares from Harris at a deemed price of $900.09 per target share. As consideration for the acquisition of the target shares and in accordance with the terms of the SHA, Montfort will issue a total of 5,276,326 common shares at a deemed price of 50 cents per consideration share. The acquisition will close within two business days following approval thereof by the TSX Venture Exchange. All consideration shares issued in connection with the acquisition will be subject to a restricted period ending on the date that is four months plus one day following the date of their issuance.

"Langhaus's expanding insurance lending business will contribute to Montfort's overall growth in 2024," said Ken Thomson, chief executive officer of Montfort Capital. "The Langhaus team has achieved impressive AUM growth while maintaining its focus on providing flexible and tailored solutions to high-net-worth clients and entrepreneurs. As Canada's leading independent provider of insurance policy-backed loans, Langhaus is well positioned to increase its market share in this attractive lending segment. Langhaus delivered a record month of new loan originations in December, 2023, and recently increased its funding capacity by $50-million through a new credit facility with a Canadian Schedule 1 bank."

Related party participation

Montfort's acquisition of target shares from GFC is considered a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions 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 target 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 per cent of the company's market capitalization (as determined in accordance with MI 61-101).

About Langhaus Financial Partners Inc.

Langhaus is the leading non-bank provider of insurance policy-backed lending solutions to high-net-worth individuals and entrepreneurs throughout Canada. Working co-operatively 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.

About Montfort Capital Corp.

Montfort is a trusted provider of focused private credit strategies for institutional investors, family offices and wealth managers. It employs focused strategies, experienced management teams and advanced technology to drive superior risk-adjusted investment returns.

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