Terra Firma Capital Corporation

Terra Firma Capital Corporation

December 15, 2008 22:24 ET

Terra Firma Capital Corporation Completes Acquisition and Private Placement

TORONTO, ONTARIO--(Marketwire - Dec. 15, 2008) -


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 pleased to announce today that it has completed: (i) the purchase (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 non-brokered private placement of 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").

As previously disclosed and described in Terra Firma's press releases dated June 2, 2008 and October 24, 2008, as well as the Corporation's filing statement dated October 23, 2008, all of which are filed and publicly available on SEDAR at www.sedar.com, the Acquisition and the Private Placement comprised the two components of the Corporation's Qualifying Transaction pursuant to the policies of the Exchange.

The Corporation will forthwith submit final documentation with respect to the Qualifying Transaction to the Exchange and, subject to the Exchange's final approval of the Qualifying Transaction, expects that the Corporation will be listed on the Exchange as a Tier 2 issuer.

The Corporation now has 9,900,000 common shares outstanding. No insiders of the Corporation participated in the Private Placement. Pursuant to the terms of an escrow agreement dated December 15, 2008 among Counsel Corporation, Computershare Investor Services Inc. and the Corporation, 1,625,000 common shares of the Corporation issued to Counsel Corporation in connection with the Acquisition have been placed in escrow, whereby 10% of such shares will be released immediately following issuance of the Exchange bulletin evidencing final acceptance of the Qualifying Transaction with the balance of such shares to be released in tranches in accordance with the escrow agreement over the prescribed period thereafter.

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. 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.

Following completion of the Transaction, the principal business of Terra Firma will be investing in quality commercial and residential real estate developments throughout North America (principally concentrating in Canada) either by way of mezzanine financing arrangements or direct equity participation, but always through partnering with proven real property developers with a view to value creation. In addition to making investments with real estate developers, the Corporation will also, on a more limited basis, look to purchase well situated income producing properties for long-term investment.

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.

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)