Terra Firma Capital Corporation
TSX : TII.P

Terra Firma Capital Corporation

November 19, 2008 18:02 ET

Terra Firma Capital Corporation Provides Update Regarding Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - Nov. 19, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Terra Firma Capital Corporation (TSX VENTURE:TII.P) (the "Corporation" or "Terra Firma"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is providing an update regarding the completion of its Qualifying Transaction.

As previously announced, Terra Firma's Qualifying Transaction involves two components: (i) the purchase by the Corporation (the "Acquisition"), pursuant to the terms of an agreement of purchase and sale dated as of May 23, 2008, as amended, of a 19,000 square-foot commercial retail property in Thunder Bay, Ontario from Counsel Corporation, a publicly-listed corporation incorporated under the laws of the province of Ontario whose common shares are listed and posted for trading on the Toronto Stock Exchange under the trading symbol "CXS"; and (ii) a private placement of up to 1,625,000 common shares of the Corporation at a price of $0.40 per common share (the "Private Placement", and together with the Acquisition, the "Transaction").

The Corporation is continuing to work towards satisfying all conditions to closing the Transaction, including the completion of the Private Placement. The Corporation expects to complete the Transaction before the end of 2008. Shareholders of the Corporation are encouraged to go to SEDAR at www.sedar.com to review the Corporation's Filing Statement dated October 23, 2008.

Terra Firma Capital Corporation

Terra Firma is a capital pool company listed on the Exchange. The principal business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Since its incorporation, other than its initial public offering under the CPC Policy in 2007 and the transactions in relation thereto, the Corporation has not commenced commercial operations and has no assets other than cash.

This press release is not an offer of securities for sale in the United States. The securities of the Corporation referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended. Securities of the Corporation may not be offered or sold in the United States absent registration or an exemption from registration.

Completion of the Qualifying Transaction is subject to a number of closing conditions, including without limitation, Exchange acceptance. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. The Exchange does not accept responsibility for the adequacy or accuracy of this press release.

This Press Release contains forward-looking statements with respect to the Acquisition, the Private Placement and matters concerning the business, operations, strategy and financial performance of the Corporation. These statements generally can be identified by use of forward looking words such as "may", "will", "expects", "estimates", "anticipates", "intends", "believe" or "could" or the negative thereof or similar variations. The completion of the proposed Transaction and the future business, operations and performance of the target property and the Corporation could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the proposed Transaction contemplated herein is completed. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Corporation to complete the Private Placement, to obtain necessary financing to complete the Acquisition or to satisfy the requirements of the Exchange with respect to the proposed Transaction. Additional, important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, local real estate conditions, including the development of properties in close proximity to the target property, competition, changes in government regulation, dependence on tenants' financial conditions, interest rates, the availability of equity and debt financing, environmental and tax related matters, and reliance on key personnel. There can be no assurances that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The cautionary statements qualify all forward-looking statements attributable to the Corporation and persons acting on its behalf. Unless otherwise stated, all forward looking statements speak only as of the date of this Press Release and the Corporation has no obligation to update such statements except as required by law.

Contact Information

  • Terra Firma Capital Corporation
    Allan Silber
    Chairman and Chief Executive Officer
    (416) 866-3000
    (416) 866-3090 (FAX)