FC Firm Capital Mortgage Investment Corporation

 Firm Capital Mortgage Investment Corporation (the “Corporation”) (TSX: FC) is pleased to announce that it has closed its previously announced public offering of $40,000,000 aggregate principal amount of 5.00% convertible unsecured subordinated debentures due March 31, 2029 of the Corporation (the “Debentures”) with a syndicate of underwriters bookrun by TD Securities Inc., National Bank Financial Inc. and CIBC Capital Markets, and including RBC Capital Markets, Scotiabank, Canaccord Genuity Corp., iA Private Wealth Inc., Raymond James Ltd., Desjardins Securities Inc., Echelon Wealth Partners Inc. and Laurentian Bank Securities. The Corporation granted the underwriters an over-allotment option to purchase up to $6,000,000 additional aggregate principal amount of Debentures, exercisable, in whole or in part, at any time until 30 days following today’s closing. If the over-allotment option is exercised in full, the gross proceeds of the offering will total $46,000,000.

The Debentures will trade on the Toronto Stock Exchange under the symbol “FC.DB.L”.

The net proceeds of the offering will be used for debt repayment and for general corporate purposes.

The Debentures bear interest at a rate of 5.00% per annum, payable semi-annually in arrears on the last day of March and September in each year, commencing on September 30, 2022, and mature on March 31, 2029 (the “Maturity Date”). The Debentures are convertible at the holder’s option into common shares of the Corporation (the “Shares”) at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date fixed for redemption at a conversion price of $17.00 per Share (the “Conversion Price”), subject to adjustment in certain circumstances.

The Debentures are not be redeemable before March 31, 2025. On and after March 31, 2025 and prior to March 31, 2027, the Debentures are redeemable in whole or in part from time to time at the Corporation’s option at par plus accrued and unpaid interest, provided that the weighted average trading price of the Shares on the Toronto Stock Exchange during the 20 consecutive trading days ending on the fifth trading day preceding the date on which notice of redemption is given is not less than 125% of the Conversion Price. On and after March 31, 2027, the Debentures are redeemable, in whole or in part, from time to time at the Corporation’s option at any time at par plus accrued and unpaid interest.

The Debentures are direct, unsecured obligations of the Corporation, subordinated to senior indebtedness of the Corporation, ranking pari-passu to the Corporation’s existing convertible unsecured subordinated debentures.

Subject to specified conditions, the Corporation has the right to repay the outstanding principal amount of the Debentures, on maturity or redemption, through the issuance of Shares. The Corporation also has the option to satisfy its obligation to pay interest through the issuance and sale of Shares.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, unless an exemption from registration is available. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Corporation in any jurisdiction.

About The Corporation

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The Corporation, through its mortgage banker, Firm Capital Corporation, is a non-bank lender providing residential and commercial short-term bridge and conventional real estate financing, including construction, mezzanine and equity investments. The Corporation’s investment objective is the preservation of shareholders’ equity, while providing shareholders with a stable stream of monthly dividends from investments. The Corporation achieves its investment objectives through investments in selected niche markets that are under-serviced by large lending institutions. Lending activities to date continue to develop a diversified mortgage portfolio, producing a stable return to shareholders. The Corporation is a mortgage investment corporation (MIC) as defined in the Income Tax Act (Canada). Accordingly, the Corporation is not taxed on income provided that its taxable income is paid to its shareholders in the form of dividends within 90 days after December 31 each year. Such dividends are generally treated by shareholders as interest income, so that each shareholder is in the same position as if the mortgage investments made by the Corporation had been made directly by the shareholder. Full reports of the financial results of the Corporation for the year are outlined in the audited financial statements and the related management’s discussion and analysis of the Corporation, available on the SEDAR website at www.sedar.com. In addition, supplemental information is available on the Corporation’s website at www.firmcapital.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of applicable securities laws including, among others, statements associated with the expected use of proceeds of the offering, the exercise of the over-allotment option by the underwriters and the statements related to the Corporation’s business, including those contained or incorporated in the Corporation’s prospectus supplement dated January 20, 2022 supplementing the Corporation’s short form base shelf prospectus dated December 30, 2020, as well as statements with respect to management’s beliefs, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intent”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue” or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management.

These statements are not guarantees and are based on our estimates and assumptions that are subject to risks and uncertainties, including those described in the Corporation’s prospectus supplement dated January 20, 2022 supplementing the Corporation’s short form base shelf prospectus dated December 30, 2020 under “Risk Factors” (a copy of which can be obtained at www.sedar.com). Those risks and uncertainties include, among others, risks associated with public health crises (including COVID-19) mortgage lending, dependence on the Corporation’s manager and mortgage banker, competition for mortgage lending, real estate values, interest rate fluctuations, environmental matters, shareholder liability and the introduction of new tax rules. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information include, among others, that the Corporation is able to invest in mortgages at rates consistent with rates historically achieved, adequate mortgage investment opportunities are presented to the Corporation, adequate bank indebtedness and bank loans are available to the Corporation, and a non-material impact resulting from the COVID-19 pandemic. Although the forward-looking information continued in this new release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results and performance will be consistent with these forward-looking statements.

All forward-looking statements in this news release are qualified by these cautionary statements. Except as required by applicable law, the Corporation undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

For further information, please contact:Firm Capital Mortgage Investment CorporationEli DadouchPresident & Chief Executive Officer(416) 635-0221

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