Mr. Ken Thomson reports

MONTFORT CAPITAL ANNOUNCES REINSTATEMENT OF TRADING ON TSXV

The TSX Venture Exchange has accepted an application for reinstatement of trading of Montfort Capital Corp.'s common shares on the TSX-V. This follows the successful resolution of the failure-to-file cease trade orders issued by the Ontario Securities Commission on May 7, 2025, and June 5, 2025, and revoked on May 28, 2025, and June 12, 2025, respectively. The company expects its common shares to be reinstated for trading shortly.

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 Dec. 31, 2024. 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 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 TSX-V 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 TSX-V, the company is providing an update on a number of matters, including the following.

Related-party loan disclosure

During the financial year ended Dec. 31, 2023, lending subsidiaries of the company issued unsecured demand promissory notes to Godsoe Financial Capital Corp., an entity controlled by Michael Godsoe, former director and officer of Langhaus Financial Corp., for aggregate gross proceeds of $1,175,000 to finance their lending activities. The 2023 related-party notes are due on Sept. 30, 2025, and yield an interest rate of TD prime rate plus 125 basis points per annum.

During the financial year ended Dec. 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 $1.45-million to finance their loan book. The 2024 related-party notes represent less than 1.0 per cent 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 per cent and 12 per cent 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 financing to their loan book. The 2025 related-party notes are payable within 180 days of demand and yield an interest rate of 8 to 12 per cent per annum. The related-party notes remain subject to TSX-V acceptance.

Amended Pivot Financial I Limited Partnership general facility

Pivot LP entered into a second amended and restated credit agreement dated Aug. 2, 2024, with Cortland Credit Lending Corp., as lender, with the company, 2862454 Ontario Inc., Brightpath Capital Corp., Langhaus Financial Corp. 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 $3.0-million (U.S.). 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 toward another extension of the amended Pivot general facility with Cortland Credit Lending. The amended Pivot general facility remains subject to TSX-V 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 Inc. agreement

On May 1, 2020, the company engaged Incite Capital Markets, an arm's-length firm, 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 Jan. 1, 2023. The company terminated services with Incite, effective March 1, 2024. Incite and its principals hold approximately 3.0 per cent 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 TSX-V acceptance.

Incite is a Vancouver-based capital market 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.

Langhaus LifeCo securitization facility

Langhaus Insurance Finance LP III, though its general partner, LIF GP III Corp., as seller, entered into a master purchase and servicing agreement dated Sept. 10, 2024, with a major Canadian life insurer, as purchaser and agent, whereby Langhaus LP III agreed to sell certain payments and related assets associated with insurance-backed loans originated by Langhaus Financial. To secure the payment of the LifeCo receivables, Langhaus Financial, 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 LifeCo. The LifeCo facility has a purchase limit of $25-million and includes a securitization factor of 92 per cent.

Langhaus memorandum of understanding with Canadian life insurer

In January, 2025, Langhaus signed a memorandum of understanding with a major Canadian life insurance company to achieve certain business volume targets over a five-year period that commenced Dec. 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.

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 risk-adjusted investment returns.

We seek Safe Harbor.