TORONTO, Nov. 4, 2025/ CNW/ – Montfort Capital Corp. (” Montfort” or the “Business”) ( TSXV: MONT), today revealed that it has actually finished the formerly revealed sale (the “ Pivot Sale“) of Pivot Financial I Limited Collaboration, Pivot Financial Providers Inc. and 2862454 Ontario Inc. (jointly, the “ Pivot Group“) to Pivot Endgame Corp. (the “ Buyer“), an affiliate of an arm’s length, third-party mutual fund, pursuant to a securities purchase contract (the “ Pivot Health Club“) dated August 1, 2025, as modified on October 20, 2025, in between the Business, the Buyer, and an arm’s length, 3rd party mutual fund connected with the Buyer.
Simultaneously with the Pivot Sale, the Business likewise finished the formerly revealed repurchase and cancellation (the “ Flaro Deal“) of 1,024,299 Series A Class A Preferred Shares and 2,397,368 typical shares in the capital of the Business (jointly, the “ Repurchased Shares“) from Dan Flaro, president of the Pivot Group.
Pivot Sale Terms
At Closing of the Pivot Health Club (“ Closing“), the Business gotten $ 1,000,000 in money factor to consider, with this quantity paid to Pivot Financial I Limited Collaboration (“ Pivot LP“) at the Business’s instructions in partial payment of intercompany financial obligation. The Buyer likewise provided a promissory note to the Business in the aggregate quantity of $ 1,278,541 ( the “ VTB Keep In Mind“).
The VTB Note is non-interest bearing, not payable as needed and will be assignable to Rotate LP as Brightpath Capital Corporation pays back insolvency owed to Pivot LP under a protected need promissory note dated August 24, 2024 (the “ Brightpath Receivable“). The task of the VTB Note will set-off the insolvency of the Business owed to Pivot LP under the Pivot-Montfort Note (as specified listed below) and management of the Brightpath Receivable and task of the VTB Note is governed by a three-party contract performed at Closing in between the Supplier, the Buyer and Pivot LP.
In connection with the Pivot Sale, the Business has actually provided a non-interest bearing protected need promissory note to Pivot LP in the quantity of $ 1,278,541 (the “ Pivot-Montfort Note“) and a guaranteed interest bearing need promissory note to Pivot LP in the primary quantity of $ 3,050,000 which will accumulate interest at a rate equivalent to the interest rate charged by Cortland Credit Loaning Corporation, as representative for and on behalf of loan providers (“ Cortland“) under a 2nd modified and reiterated credit contract made amongst Cortland, Pivot LP and others as modified or changed from time to time (presently 9.75% per year). Likewise, as part of the Pivot Sale, Montfort has actually offered a $ 250,000 protected assurance for specific loan receivables of Pivot LP (the “ Guaranteed Warranty“), which will not end up being reliable up until the earlier of November 1, 2027 and the event of a defined liquidity occasion related to the possessions held by Pivot LP customer (the “ Tradition Sub Financial Obligation“). Any healing by Pivot LP related to the Tradition Sub Financial obligation surpassing $ 200,000 will minimize the Business’s liability under the Guaranteed Warranty on a dollar-for-dollar basis.
Flaro Deal
Prior to the Flaro Deal, on October 27, 2025, Dan Flaro transformed 730,701 Series A Class A Preferred Shares into 730,701 typical shares on a one-for-one basis in accordance with the Business’s posts.
The Flaro Deal was finished instantly prior to the Pivot Sale closing as an exempt company quote pursuant to Area 4.7 of National Instrument 62-104 Take-Over Quotes and Company Quotes (“ NI 62-104“). The Business bought and cancelled 1,024,299 Series A Class A Preferred Shares and 2,397,368 typical shares (that includes the 730,701 typical shares arising from the conversion explained above) from Dan Flaro for an aggregate purchase rate of $ 275,145.30 (the “ Flaro Purchase Cost“), determined in accordance with Area 1.11( 1) of NI 62-104.
The cancellation of Repurchased Shares minimized the Business’s provided and impressive typical shares by 2.7% and Series A Class A Preferred Shares by 4.99%, which is within the limitations of the exempt company quote under Area 4.7 of NI 62-104. The Flaro Purchase Cost was pleased through the issuance of a non-interest bearing promissory note (the “ Montfort IB Keep In Mind“), which was consequently tendered back to the Business as part of the Pivot Sale factor to consider.
Dan Flaro, as president of the Pivot Group, is a “associated celebration” of the Business under Multilateral Instrument 61-101 Security of Minority Security Holders in Unique Deals (“ MI 61-101“). The Business depended on exemptions from the official evaluation requirement under area 5.5( b) of MI 61-101 (Company Not Noted on Specified Markets) and from the minority investor approval requirement under area 5.7( 1 )( a) of MI 61-101 on the basis that the reasonable market price of the bought shares did not surpass 25% of the Business’s market capitalization.
The Business has actually gotten all essential approvals for the conclusion of both deals, consisting of conditional approval from the TSX Endeavor Exchange and permission from Montfort’s senior loan provider, Cortland.
About Montfort Capital Corp.
Montfort constructs and handles personal credit portfolios that have actually focused investing methods for the institutional and certified financiers markets. For additional details, please see www.montfortcapital.com
Neither the TSX Endeavor Exchange nor its Policy Solutions Company (as that term is specified in the policies of the TSX Endeavor Exchange) accepts obligation for the adequacy or precision of this press release.
Forward-Looking Info
Particular declarations consisted of in this news release make up “positive details” and “positive declarations”, jointly “forward looking declarations”. All declarations besides declarations of historic truth might be positive declarations. Positive declarations are typically, however not constantly, recognized by the usage of words such as “look for”, “expect”, “strategy”, “continue”, “quote”, “created”, “anticipate”, “might”, “will”, “job”, “anticipate”, “possible”, “targeting”, “mean”, “might”, “may”, “need to”, “think” and comparable expressions. These positive declarations consist of, however are not restricted to: the payment of the Brightpath Receivable by Brightpath Capital Corporation.
This positive details is based upon a variety of product elements and presumptions consisting of, however not restricted to: steady rates of interest and funding expenses staying constant with existing market conditions; no product negative modifications in basic financial conditions in essential markets; competitive placing staying steady in the Business’s target audience; stability in the competitive landscape of the Business’s companies without any disruptive brand-new market entrants; credit spreads in personal financing markets staying constant with existing market conditions; no considerable modifications in possession evaluations that would affect security worths; continued need for personal credit; capability to preserve existing loan maintenance abilities and functional effectiveness; capability to preserve relationships with essential capital service providers, co-lenders and monetary partners; and accessibility of external funding at sensible rates. These presumptions need to be thought about thoroughly by readers.
The positive declarations go through a range of dangers and unpredictabilities which might trigger real occasions or results to vary from those shown in the positive declarations. These dangers and unpredictabilities consist of, however are not restricted to: lower than anticipated income development in the Business’s core service sections; capacity for increased competitors that might compress earnings margins; possibility of greater operating expense than anticipated; danger of financial recession impacting need for the Business’s services; unanticipated regulative modifications affecting the Business’s service design and/or expense structure; failure to acquire approval from the TSXV for the Pivot Sale; failure to acquire approval of Cortland Credit Loaning Corporation for the Pivot Sale; wear and tear of the loan portfolio of the Business and of the Pivot Group; and the Business being not able to continue as a going issue due to its failure to obtain extra liquidity and/ or funding on sensible terms. We do not carry out to upgrade any positive details, other than as, and to the level needed by, suitable securities laws.
Based upon existing offered details, the Business thinks that the expectations shown in those positive declarations are sensible, however no guarantee can be considered that those expectations will show to be right. The positive declarations in this news release are specifically certified by this declaration, and readers are recommended not to position unnecessary dependence on the positive declarations.
SOURCE Montfort Capital Corp.