Montfort Capital Announces Update to Agreement to Sell Pivot Business, Change of Auditor

Executive Summary

• Montfort Capital entered into an Amending Agreement revising the consideration for the sale of its Pivot Group to a third‑party purchaser.
• The revised deal provides $1 M cash at closing and a non‑interest‑bearing promissory note (VTB Note) of $1,278,541, which will be assignable to Pivot LP under a three‑party agreement.
• The outside date for the Pivot Sale has been extended to October 31 2025, and Montfort will provide a $250,000 guarantee for certain Pivot LP loan receivables (effective upon a future liquidity event).

Key Details

• Amending Agreement Terms – Cash consideration: $1,000,000 payable at closing.
• VTB Note – Promissory note amount: $1,278,541, non‑interest bearing, assignable to Pivot Financial I Limited Partnership (Pivot LP) upon repayment of Brightpath Receivable by Brightpath Capital Corp.
• Three‑Party Agreement – Governs assignment of VTB Note and management of Brightpath Receivable among Montreal Capital, Pivot LP, and Purchaser.
• Extended Closing Deadline – Outside date for the Pivot Sale moved to October 31, 2025.
• Guarantee Provision – Montfort will issue a $250,000 guarantee for certain Pivot LP loan receivables; guarantee becomes effective on the earlier of Nov 1, 2027 or a liquidity event related to those loans.
• Auditor Change – Effective Oct 7, 2025, PricewaterhouseCoopers LLP resigned as auditor. Audit Committee accepted resignation; successor auditor under discussion per NI 51‑102.
• Regulatory Filings – Amending Agreement and Three‑Party Agreement to be filed on SEDAR+. Auditor change notice already filed on SEDAR+.

Notable Quotes

(No direct quotes were provided in the release.)