Terra Firma Capital Corporation

Terra Firma Capital Corporation

November 25, 2011 16:05 ET

Terra Firma Capital Corporation Announces Amendment to Management Agreement With Counsel Corporation

TORONTO, ONTARIO--(Marketwire - Nov. 25, 2011) - Terra Firma Capital Corporation (TSX VENTURE:TII) ("Terra Firma" or the "Corporation") announced today that it has entered into an amendment to its management agreement dated December 15, 2008 (the "Management Agreement") with its manager, a wholly owned subsidiary of Counsel Corporation (TSX:CXS) (the "Manager"). Prior to the amendment, the Management Agreement provided for, among other things, the payment by the Corporation to the Manager of an annual management fee, payable quarterly in arrears, equal to the sum of (i) 1.5% of the first $200 million of the Corporation's shareholder's equity, (ii) 1.25% of the Corporation's shareholders' equity in excess of $200 million and up to $300 million and (iii) 1.00% of the Corporation's shareholders' equity in excess of $300 million, in each case as shown on the Corporation's financial statements and calculated in accordance with Canadian generally accepted accounting principles. The amendment provides that the management fee shall, commencing with the fee payable for the fiscal quarter ending December 31, 2011, be calculated using the same percentage thresholds but based on the aggregate of the Corporation's shareholders' equity and the amount of outstanding debt securities issued by the Corporation from time to time, all as shown on the Corporation's financial statements and calculated in accordance with Canadian generally accepted accounting principles.

The amendment was approved by independent members of the Corporation's board of directors and has been filed on SEDAR.

About Terra Firma

Terra Firma is a full service, publicly traded real estate finance company that provides customized equity and debt solutions to the real estate industry. Our focus is to provide flexibility to property owners who may be limited by conventional bank financing and to invest in quality commercial and residential developments. Terra Firma offers a full spectrum of real estate financing under the guidance of strict corporate governance, clarity and transparency. Terra Firma is managed by Counsel Corporation (TSX:CXS). For further information, please visit Terra Firma's website at www.terrafirmacapital.ca.

About Counsel Corporation

Counsel Corporation (TSX:CXS) is a financial services company that operates through its individually branded businesses in residential mortgage lending, distressed and surplus capital asset transactions, real estate finance and private equity investment. For further information, please visit Counsel's website at www.counselcorp.com.

This Press Release contains forward‐looking statements with respect to Terra Firma and matters concerning the business, operations, strategy and financial performance of Terra Firma. These statements generally can be identified by use of forward looking word such as "may", "will", "expects", "estimates", "anticipates", "intends", "believe" or "could" or the negative thereof or similar variations. The business, operations and performance of Terra Firma 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. Forward‐looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to general economic and market factors, local real estate conditions, 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 Terra Firma and persons acting on its behalf. Unless otherwise stated, all forward looking statements speak only as of the date of this Press Release and Terra Firma has no obligation to update such statements except as required by law.

The TSXV has in no way approved nor disapproved the contents of this press release. The TSXV does not accept responsibility for the adequacy or accuracy of this press release.

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