C.A. Bancorp Canadian Realty Finance Corporation
TSX : RF.PR.A
TSX : RF.A
TSX : RF.WT

May 05, 2011 16:59 ET

C.A. Bancorp Canadian Realty Finance Corporation Shareholders Vote in Favour of Proposed Transaction

TORONTO, ONTARIO--(Marketwire - May 5, 2011) -

Results of the Special Meeting

C.A. Bancorp Canadian Realty Finance Corporation ("CRFC" or the "Corporation") (TSX:RF.PR.A)(TSX:RF.A)(TSX:RF.WT) is pleased to announce that the Class A and Series 1 Preferred Shareholders of the Corporation, each voting separately as a class, voted today to approve a special resolution to effect the following proposed transaction (the "Transaction"):

  • the acquisition of all of the issued and outstanding shares of C.A. Bancorp Ltd., the manager of the Corporation, (the "Manager") by Green Tree Capital Management Corp. ("Green Tree");

  • an amendment to the commitment agreement (the "Commitment Agreement") dated January 31, 2008 between the Corporation and C.A. Bancorp Inc., the parent corporation of the Manager, (the "Parent") to permit the assignment by the Parent of the Commitment Agreement to Green Tree and the release of the Parent from any further obligations under the Commitment Agreement; and

  • an amendment to the management agreement between the Manager and the Corporation to provide that the Manager is not entitled to payment of a termination fee where the management agreement is terminated by the Corporation in the context of a material breach or default.

The Transaction is expected to be completed on or about May 11, 2011.

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.

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 Corporation 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 Corporation 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 Corporation's most recent annual information form and management report on fund performance, both of which are available at www.sedar.com.

C.A. Bancorp Canadian Realty Finance Corporation
401 Bay Street
Suite 1600 Toronto, Ontario M5H 2Y4
Telephone: (416) 214-5985
Fax: (416) 861-8166

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