Star Metro - Mongolia Growth Group Announces Plan to Return Capital to Shareholders

The Company intends to engage tax and legal counsel to best assess the method of effecting the return to shareholders.

The total amount returned to shareholders is subject to final asset sales, severances, tax reserves, regulatory clearances and any other expenses and may be completed in one or more steps.

As of June 30, 2025, the Company holds the following assets:

• Approximately CAD $31.0 million - $33.0 million in cash, marketable securities and net working capital

• A furnished commercial office property in Puerto Rico, with a cost basis excluding depreciation of approximately CAD $2.0 million

• Full ownership of KEDM, an event-driven data subscription business

• A portfolio of Russian securities, carried at a zero value due to ongoing sanctions

The Company is actively seeking buyers for its Puerto Rican real estate, KEDM, and, if feasible, its Russian securities. Parties interested in acquiring these assets are invited to submit non-binding offers, with the goal of achieving the maximum proceeds for shareholders.

In connection with the sale of the Puerto Rican property, Harris Kupperman, Chairman and CEO, has indicated his interest in acquiring the asset at a premium to the higher of the Company's cost basis or the result of an independent third-party property valuation, which is currently in progress. Any related-party transaction will be reviewed by the independent board members and will be subject to minority shareholder approval in accordance with TSXV Policy 5.9 and Multilateral Instrument 61-101, unless an exemption is available.

The Company is also in discussions with a third party regarding a potential sale of KEDM and will continue to entertain competing offers for all assets.

In light of the proposed strategic plan, the Company has paused its Normal Course Issuer Bid (NCIB) effective immediately. The Company had 25,458,699 shares outstanding as of August 4, 2025.

A committee of independent directors-Jim Dwyer, Brad Farquhar, and Rob Scott-has been appointed to oversee the Company's asset disposition and capital return process. The Board and management will be working closely with legal and tax advisors to ensure that any capital returned is done in a timely and tax-efficient manner, and consistent with shareholder interests. Any asset disposition will be subject to the Company obtaining all necessary regulatory, shareholder and third-party approvals, including the approval of the TSX Venture Exchange.

No decisions have been made regarding the Company's continued listing status at this time.

"We tried hard to push this business forward and find a new direction for it, but with the decline in revenue at KEDM, it seems silly to suffer a cash burn at the corporate level, while seeking out opportunities that may never come forward," said Harris Kupperman, the Company's Chairman and CEO. "In the end, our focus is in doing what's best for shareholders, and I believe that shareholders would be better served with the return of their capital at this point."

"I've had the privilege of growing alongside this company since its inception. It's bittersweet to be winding it down, but I'm proud of what we've accomplished and the care we're taking to close this chapter responsibly." said Genevieve Walkden, CFO and Corporate Secretary. "My deepest thanks go to our team, shareholders, service providers, and everyone who has supported us over the years."

Shareholders will receive further communication as the Company progresses through the strategic plan, including additional details regarding the proposed return of capital.

For further information please contact:

Genevieve Walkden
Corporate Secretary & Chief Financial Officer
Email: [email protected]

Forward-Looking Information Disclaimer

This press release contains forward-looking information within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding the proposed sale of assets of the Company, anticipated return of capital, asset sales, timing of distributions and future business plans of the Company. These statements are subject to numerous risks and uncertainties, including regulatory approvals, asset sale outcomes, tax interpretations, and market conditions. Actual results may differ materially. Readers are cautioned not to place undue reliance on these statements.

This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include failure to sell the remaining assets, failure to receive all necessary approvals, general economic, market and business conditions, the regulatory process and actions, regulator and corporate approvals, technical issues, new legislation, competitive and general economic factors and conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events, and the Company's capability to execute and implement its future plans. Actual results may differ materially from those projected by management. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. We seek safe harbour.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Mongolia Growth Group Ltd.

View the original press release on ACCESS Newswire

L.Pelletier--SMC