C.A. Bancorp Canadian Realty Finance Corporation

March 16, 2011 08:30 ET

C.A. Bancorp Canadian Realty Finance Corporation Forms Special Committee

TORONTO, ONTARIO--(Marketwire - March 16, 2011) - C.A. Bancorp Canadian Realty Finance Corporation ("CRFC" or the "Corporation") (TSX:RF.PR.A)(TSX:RF.A)(TSX:RF.WT) announces that it has formed a special committee comprised of its independent director (the "Special Committee") after being advised by the Corporation's manager, C.A. Bancorp Ltd. (the "Manager") that the Manager's parent company, C.A. Bancorp Inc. ("CAB") has entered into an agreement to, among other things, sell all of the issued and outstanding shares of the Manager and all of the Class A Shares of CRFC which CAB holds directly and indirectly (representing approximately 32% of the outstanding Class A Shares) to Green Tree Capital Management Corp. ("Green Tree") (the "Proposed Transaction").

Green Tree is a newly incorporated company, the principals of which are Jacquie Boddaert and Daryl Abbott. Ms. Boddaert served as Chief Executive Officer, President and Ultimate Designated Person for Monarch Wealth Corporation as well as President of Monarch Wealth Assurance Agencies Inc. and Monarch Wealth Deposit Group Inc. from 2004 to 2010.  These businesses collectively managed over $700 million of client assets. Darryl Abbott is currently a Partner in Fovere Investments Inc., a private investment firm that specializes in placing capital on behalf of high net worth and institutional investors into structured real estate and infrastructure ventures. Mr. Abbott was previously a director of Lytton Financial, a boutique investment bank and a director of GE Real Estate's single tenant group, prior to which he was with the Royal Bank of Canada where he managed industry specific portfolios with concentrations in the financial services, logistics and industrial sectors.

As part of the Proposed Transaction, through its acquisition of the Manager, Green Tree would assume the note payable to CRFC currently in the amount of approximately $1.4 million. In addition, Green Tree would assume CAB's obligations under the commitment agreement dated January 31, 2008 between CAB and CRFC.

The Corporation's Board of Directors is comprised of John Driscoll (Chairman), Paul Haggis, and Robert Wolf. John Driscoll and Paul Haggis are also directors and/or officers of the Manager and CAB. Therefore, it was considered appropriate to establish the Special Committee consisting of Robert Wolf, the lone independent director, to consider whether the Corporation's interests would be better served through proceeding with the Proposed Transaction or the status quo and to report to the Board.

The Proposed Transaction remains subject to the approval of the Preferred Shareholders and Class A Shareholders (collectively, the "Shareholders") of CRFC voting separately as a class in each case by a 2/3 majority. A special meeting of the Shareholders is currently expected be held in April 2011 to consider the Proposed Transaction. The information circular for the meeting will provide sufficient information for the Shareholders to make a decision as to whether to approve the Proposed Transaction.

Information as to Green Tree and its principals was provided by Green Tree.

The Corporation

The Corporation is a mutual fund corporation incorporated under the laws of the Province of Ontario. It was created to obtain exposure to the investment performance of an actively managed portfolio of mortgages and secured loans in the Canadian commercial real estate sector on a tax-efficient basis.

C.A. Bancorp Inc.

C.A. Bancorp Inc. (TSX:BKP) owns approximately 32% of the Class A Shares of the Corporation and manages the Corporation through its wholly-owned subsidiary C.A. Bancorp Ltd.

This release includes certain forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue" or the negative thereof or variations thereon or similar terminology. Although the Company and the Manager believe that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct. These forward-looking statements are subject to a number of risks and uncertainties including the ability of the Company to obtain regulatory and shareholder approvals and the satisfaction of other conditions to the Proposed Transaction and the timing of such approvals and waiver of conditions. Actual results could differ materially from those anticipated in these forward-looking statements. Reference should be made to the risk factors published in the Company's most recent annual information form and management report on fund performance, both of which are available at www.sedar.com.

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Suite 1600 Toronto, Ontario M5H 2Y4  
Telephone: (416) 214-5985  
Fax: (416) 861-8166  

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