Trez Capital Mortgage Investment Corporation

February 18, 2016 18:20 ET

Trez Capital Mortgage Investment Corporation Calls Special and Annual Meeting of Shareholders - Provides Update on Strategic Review Process, Implements Shareholder Rights Plan

TORONTO, ONTARIO--(Marketwired - Feb. 18, 2016) - The Special Committee of the Board of Directors of Trez Capital Mortgage Investment Corporation (the "Company") (TSX:TZZ) announced today that it has directed the Company to call a special and annual meeting of shareholders to be held on May 30, 2016 to consider the resolutions put forward by a shareholder group previously announced on February 8, 2016. The Special Committee determined to hold the special meeting concurrently with the annual meeting in order to be able to conclude the strategic review process and make a recommendation to shareholders on the best course of action.

In regards to the strategic review process, the Special Committee is focused on a monetization process and discussions are ongoing with third parties who have expressed an interest in a monetization transaction involving the Company and/or its assets. The Special Committee is not actively considering a recapitalization transaction or the status quo. There can be no assurances at this time that the Special Committee's process will result in a monetization transaction or any transaction.

Trez Capital Fund Management Limited Partnership (the "Manager") continues to cooperate fully with, and assist in, the Special Committee's process. The Manager has also indicated to the Special Committee that it does not intend to participate as a prospective bidder. The strategic review is only in respect of the Company and does not include any of the private funds that are managed by the Manager or its associated entities.

To the extent that the process identifies a transaction that the Special Committee believes is in the best interests of all shareholders, it is the intention of the Special Committee to bring forward the proposed transaction for consideration by shareholders at the special meeting. Shareholders will receive detailed information about the above and other matters by way of a Management Information Circular well in advance of the meeting. Shareholders should read the circular carefully before reaching a decision with regard to their votes. In the meantime, there is no need for shareholders to take any action.

In order to facilitate the process in the best interests of all shareholders, the Board at the direction of the Special Committee has implemented a temporary Shareholder Rights Plan (the "Rights Plan"), which, unless earlier terminated in accordance with its terms, will expire on the earlier of the date of the termination of the special meeting and the date that is six months from the effective date of the Rights Plan.

The Rights Plan implemented by the Board is designed to ensure the fair treatment of shareholders in connection with any take-over bid for the Company's Class A shares ("Shares"), and to provide the Company's shareholders, the Special Committee and the Board of Directors with adequate time to consider and evaluate any unsolicited take-over bid for the Shares or other strategic alternatives. The Rights Plan was not adopted in response to any specific take-over bid.

The Rights Plan also encourages a potential bidder to make a "Permitted Bid", which would have terms and conditions designed to meet the objectives of the Rights Plan, or to negotiate the terms of an offer with the Board.

In connection with the adoption of the Rights Plan, the Board authorized the issuance of one share purchase right (a "Right") in respect of each Share outstanding as of 12:01 a.m. (Toronto time) on February 18, 2016 (and each Share issued thereafter, subject to the limitations set out in the Rights Plan).

Under the terms of the Rights Plan, the Rights will become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire beneficial ownership of Shares which, when aggregated with its current holdings, total 20% or more of the Company's outstanding Shares. However, the Board has discretion to defer the time at which the Rights become exercisable and to waive the application of the Rights Plan, which the Board may choose to do if it determines any transaction would be in the best interest of the Company.

The Rights Plan is effective immediately, but is subject to the acceptance of the Toronto Stock Exchange. A copy of the Rights Plan will be available at in due course.

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