Mr. Ken Thomson reports

MONTFORT CAPITAL ANNOUNCES SALE OF MORTGAGE BUSINESS

In furtherance to its press releases dated Nov. 26, 2024, Feb. 3, 2025, and March 19, 2025, Montfort Capital Corp. has closed the sale of its mortgage lending business to Brightpath Holdings Corp. (the buyer).

The buyer is a company controlled by Blake Albright, a former director and senior officer of the company.

Pursuant to the definitive share purchase agreement with the buyer, the company has sold all of the shares of Brightpath Capital Corp., Brightpath Servicing Corp. and Brightpath II Servicing Corp., which together comprise the company's mortgage lending business, to the buyer for an aggregate purchase price equal to:

1. $13-million of indebtedness owing from the company to Brightpath;
2. $3,567,250, representing the aggregate value of 17.5 million common shares in the capital of Montfort at a price of 4.75 cents per Montfort share and eight million 8 per cent Class A preferred shares in the capital of Montfort at a price of 34.2 cents per Montfort preferred share.

The above price per Montfort share and Montfort preferred share equals 95 per cent of the applicable market price (as determined in accordance with Section 1.11 of National Instrument 62-104, Take-Over Bids and Issuer Bids).

The buyer satisfied the purchase price for the sale transaction by: (a) transferring 11.5 million Montfort shares to the company for cancellation; (b) transferring all of the Montfort preferred shares to the company for cancellation; (c) transferring all security-based compensation held by Mr. Albright, including 160,125 options, 80,350 restricted stock units and 1.2 million performance share units of the company, to the company for cancellation; (d) assuming the intercompany indebtedness; and (e) issuing a non-interest-bearing promissory note to the company in the aggregate amount of $285,000.

Pursuant to the definitive agreement, the company has the right, but not the obligation, to purchase the remaining six million Montfort shares held by the buyer for cancellation at a price of 4.75 cents per sale option share (the call right), provided that:

1. The purchase of the sale option shares does not result in the creation of a new control person (as such term is defined in the TSX Venture Exchange corporate finance manual);
2. The then market price (as determined in accordance with Section 1.11 of National Instrument 62-104, Take-Over Bids and Issuer Bids) of the Montfort shares equals or exceeds 4.75 cents per Montfort share.

If the call right has not been exercised three years from the date hereof, the call right will terminate and the buyer will be permitted to transfer all or any portion of the sale option shares to an arm's-length third party, provided that any proceeds received by the buyer from such transaction be paid to the company and set off against the promissory note.

About Montfort Capital Corp.

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

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