Dominion Lending Centres Inc. Receives Shareholder Approval for Acquisition of Preferred Shares and Related Transactions

Vancouver, British Columbia – December 3, 2024 – Dominion Lending Centres Inc. (TSX: DLCG) (“DLCG” or the “Corporation”) is pleased to announce the following results from its special meeting (the “Meeting”) of holders (the “Shareholders”) of Class A common shares (“Common Shares”) held earlier today:

• In respect of an ordinary resolution (the “Acquisition Resolution”), as more particularly set out in the management information circular dated October 25, 2024 (the “Information Circular”), approving the proposed acquisition (the “Proposed 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 KayMaur Holdings Ltd. (“KayMaur”) (or, in substitution of KayMaur, one or more companies controlled by Gary Mauris or Chris Kayat) and from certain other holders of Series 1 Preferred Shares in exchange for, in aggregate, 30,500,000 Common Shares and a cash payment of $15,000,000, pursuant to a purchase agreement dated October 2, 2024, subject to and conditional on approval of the Stated Capital Resolution (as defined below):
  
  • 99.99% of the votes cast at the Meeting were in favour of the Acquisition Resolution;
  • 99.99% of the votes cast at the Meeting were in favour of the Acquisition Resolution, after excluding votes attached to Common Shares that are beneficially owned or over which control or direction is exercised by Gary Mauris, Chris Kayat and/or their associates and affiliates (each as defined in the TSX Company Manual), including KayMaur; and
  • 99.99% of the votes cast at the Meeting were in favour of the Acquisition Resolution, after excluding votes required to be excluded for majority of the minority approval for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;
    
• 99.99% of the votes cast at the Meeting were in favour of a special resolution, as more particularly set out in the Information Circular, authorizing and approving the addition 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, to take effect prior to the implementation of the Proposed Acquisition, subject to and conditional on approval of the Acquisition Resolution; and

• 99.99% of the votes cast at the Meeting were in favour of a special resolution, as more particularly set out in the Information Circular, authorizing an amendment to the Corporation’s articles of amalgamation to cancel the Class B preferred shares of the Corporation as a class and the Series 1 Preferred Shares as a series of shares in the capital of the Corporation authorized for issuance, subject to and conditional on approval of the Acquisition Resolution and implementation of the Proposed Acquisition.

As a result, all resolutions were passed by the requisite majorities. Shareholders holding an aggregate of 39,179,225 Common Shares (being 81.24% of the total issued and outstanding Common Shares) were represented either in person or by proxy at the Meeting.

In the event that all necessary approvals are received, the Corporation anticipates completing the transactions on or about December 17, 2024.

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 and Instagram and LinkedIn @DLCGmortgage and on the web at www.dlcg.ca.

Contact information for the Corporation is as follows:

Forward Looking Statements

This news release contains “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities laws, including statements relating to the Proposed Acquisition, including DLCG’s expectations regarding the expected timing of closing of the Proposed Acquisition. 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 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.