Dominion Lending Centres Inc. Completes Acquisition of Preferred Shares and Related Transactions

VANCOUVER, British Columbia, Dec. 17, 2024 (GLOBE NEWSWIRE) — Dominion Lending Centres Inc. (TSX: DLCG) (“DLCG” or the “Corporation”) is pleased to announce it has completed the acquisition (the “Acquisition”) of all of the issued and outstanding non-voting Series 1 Class B preferred shares of the Corporation (the “Series 1 Preferred Shares”) from one or more companies controlled by Gary Mauris, one or more companies controlled by Chris Kayat, and from certain other holders of Series 1 Preferred Shares in exchange for, in aggregate, 30,500,000 Class A common shares (“Common Shares”) (having a market price of $122,000,000 based on a 20-day volume weighted average trading price of $4.00 per Common Share at the time of announcement of the Acquisition) and a cash payment of $15,000,000 (representing approximately $1.78 per Series 1 Preferred Share), pursuant to a purchase agreement dated October 2, 2024. Prior to the Acquisition, various of the shareholders and the Corporation undertook certain preliminary steps, including that the Corporation added to the stated capital account of the Corporation maintained in respect of the Series 1 Preferred Shares an aggregate amount of $15,000,000, without any payment being made. Upon completion of the Acquisition, the Corporation filed an amendment to the Corporation’s articles of amalgamation to cancel the Class B preferred shares as a class of shares and the Series 1 Preferred Shares as a series of shares in the capital of the Corporation authorized for issuance.

Gary Mauris, Chairman and Chief Executive Officer commented: “We are pleased to announce that the Corporation has acquired all of the Series 1 Preferred Shares and that the Corporation now has only one class of voting common shares outstanding. We believe that the time was right to simplify our capital stack and our associated financial reporting in an effort to showcase DLCG’s financial performance. Chris and I each remain committed to DLCG, as reflected by our ownership of 60% of the Common Shares, and we are incredibly excited about the opportunities ahead for DLCG.”

Post-Closing Capital Structure

Immediately prior to the completion of the Acquisition, the Corporation had an aggregate of 48,224,438 Common Shares and 26,774,054 Series 1 Preferred Shares issued and outstanding. Upon completion of the Acquisition, the Corporation has an aggregate of 78,724,438 Common Shares and Nil Series 1 Preferred Shares issued and outstanding.

Changes to Insider Share Ownership and Early Warning Disclosure

Prior to the Acquisition, KayMaur Holdings Ltd. (“KayMaur”) (2215 Coquitlam Ave., Port Coquitlam, BC, V3B 1J6), an entity controlled by Gary Mauris and Chris Kayat, held an aggregate of 25,432,674 Series 1 Preferred Shares (being approximately 95% of the issued and outstanding Series 1 Preferred Shares) and 18,261,315 Common Shares (being approximately 38% of the issued and outstanding Common Shares). Prior to the Acquisition, Belkorp Industries Inc. (“Belkorp”) (Suite 900, 1508 West Broadway, Vancouver, BC, V6J 1W8), an entity of which Trevor Bruno is an officer, held an aggregate of 14,657,798 Common Shares (being approximately 30% of the issued and outstanding Common Shares).

On December 13, 2024, KayMaur completed a reorganization (the “KayMaur Reorganization”), whereby all of the Series 1 Preferred Shares and Common Shares held by KayMaur were transferred to Mauris Family Investments Ltd. (“MaurisCo”) (2215 Coquitlam Ave., Port Coquitlam, BC, V3B 1J6), a company controlled by Gary Mauris, and 603908 B.C. Ltd. (“KayatCo”) (2215 Coquitlam Ave., Port Coquitlam, BC, V3B 1J6), a company controlled by Chris Kayat and Kristy Kayat. Pursuant to the KayMaur Reorganization, KayMaur disposed of an aggregate of 25,432,674 Series 1 Preferred Shares and 18,261,315 Common Shares. Upon completion of the KayMaur Reorganization and immediately prior to completion of the Acquisition, KayMaur held Nil Common Shares (being 0% of the issued and outstanding Common Shares) and Nil Series 1 Preferred Shares (being 0% of the issued and outstanding Series 1 Preferred Shares), MaurisCo held an aggregate of 9,493,758 Common Shares (being approximately 20% of the issued and outstanding Common Shares) and 12,716,337 Series 1 Preferred Shares (being approximately 47.5% of the issued and outstanding Series 1 Preferred Shares) and KayatCo held an aggregate of 8,767,557 Common Shares (being approximately 18% of the issued and outstanding Common Shares) and 12,716,337 Series 1 Preferred Shares (being approximately 47.5% of the issued and outstanding Series 1 Preferred Shares). Belkorp did not participate in the KayMaur Reorganization.

Pursuant to the Acquisition, MaurisCo disposed of an aggregate of 12,716,337 Series 1 Preferred Shares and KayatCo disposed of an aggregate of 12,716,337 Series 1 Preferred Shares. In connection with the Acquisition, MaurisCo received an aggregate of 14,485,975 Common Shares (having a market value of $57,943,900 based on a 20-day volume weighted average trading price of $4.00 per Common Share at the time of announcement of the Acquisition) and cash consideration of $7,124,250. KayatCo received an aggregate of 14,485,975 Common Shares (having a market value of $57,943,900 based on a 20-day volume weighted average trading price of $4.00 per Common Share at the time of announcement of the Acquisition) and cash consideration of $7,124,250. Belkorp did not acquire or dispose of any Common Shares or Series 1 Preferred Shares pursuant to the Acquisition and did not receive any consideration in connection with the Acquisition.

Upon completion of the Acquisition and the KayMaur Reorganization, MaurisCo owns an aggregate of 23,979,733 Common Shares (being approximately 30.5% of the issued and outstanding Common Shares, representing an increase of approximately 10.5%) and Nil Series 1 Preferred Shares (being 0% of the issued and outstanding Series 1 Preferred Shares, representing a decrease of approximately 47.5%). KayatCo owns an aggregate of 23,253,532 Common Shares (being approximately 29.5% of the issued and outstanding Common Shares, representing an increase of approximately 11.5%) and Nil Series 1 Preferred Shares (being 0% of the issued and outstanding Series 1 Preferred Shares, representing a decrease of approximately 47.5%). KayMaur owns Nil Common Shares (being 0% of the issued and outstanding Common Shares, representing a decrease of approximately 38%) and Nil Series 1 Preferred Shares (being 0% of the issued and outstanding Series 1 Preferred Shares, representing a decrease of approximately 95%). Belkorp owns an aggregate of 14,657,798 Common Shares (being approximately 18.6% of the issued and outstanding Common Shares, representing a decrease of approximately 11%) and Nil Series 1 Preferred Shares (being 0% of the issued and outstanding Series 1 Preferred Shares, representing no change).

The KayMaur Reorganization and the Acquisition occurred pursuant to private agreements; neither the KayMaur Reorganization nor the Acquisition occurred through the facilities of the Toronto Stock Exchange (the “TSX”).

Early warning reports will be filed by KayMaur, MaurisCo, KayatCo and Belkorp in accordance with applicable Canadian securities laws and will be available under DLCG’s SEDAR+ profile at www.sedarplus.ca or may be obtained directly from DLCG by contacting James Bell at DLCG’s office at Suite 1900, 350 “ 7th Avenue SW, Calgary, Alberta.

MaurisCo, KayatCo and Belkorp act independently and each intends to hold their Common Shares for investment purposes.

About Dominion Lending Centres Inc.

Dominion Lending Centres Inc. is Canada’s leading network of mortgage professionals. DLCG operates through Dominion Lending Centres Inc. and its three main subsidiaries, MCC Mortgage Centre Canada Inc., MA Mortgage Architects Inc. and Newton Connectivity Systems Inc., and has operations across Canada. DLCG’s extensive network includes over 8,500 agents and over 500 locations. Headquartered in British Columbia, DLCG was founded in 2006 by Gary Mauris and Chris Kayat.

DLCG can be found on X (Twitter), Facebook (NASDAQ:) and Instagram and LinkedIn @DLCGmortgage and on the web at www.dlcg.ca.

Contact information for the Corporation is as follows:

The head office of the Corporation is located at 2215 Coquitlam Avenue, Port Coquitlam, BC, V3B 1J6.

Forward Looking Statements

This news release contains “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities laws. All information that is not clearly historical in nature may constitute forward-looking statements. In some cases, forward-looking statements may be identified by the use of terms such as “forecast”, “projected”, “assumption” and other similar expressions or future or conditional terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and “should”. Forward-looking statements contained in this news release include statements relating to the benefits to the Corporation of the completion of the Acquisition and future intentions regarding holdings of Common Shares.

Forward-looking statements contained in this news release are based on certain factors and assumptions made by management of DLCG based on their current expectations, estimates, projections, assumptions and beliefs regarding their business and DLCG does not provide any assurance that actual results will meet management’s expectations. While management considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. Such forward-looking statements are not guarantees of future events or performance and by their nature involve known and unknown risks, uncertainties and other factors, including those risks described in the Information Circular and DLCG’s annual information form dated March 19, 2024 (both of which are filed under DLCG’s SEDAR+ profile on www.sedarplus.ca), that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although DLCG has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, other factors may cause actions, events or results to be different than anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. DLCG does not undertake to update any forward-looking information, whether as a result of new information or future events or otherwise, except as may be required by applicable securities laws.

NEITHER THE TSX EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Source: Dominion Lending Centres Inc.