/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES./
TORONTO, Sept 23, 2014 /CNW/ - Terra Firma Capital
Corporation (TSX.V:TII) ("Terra Firma" or the "Company") is
pleased to announce that it has entered into an agreement with a
syndicate of underwriters, led by Beacon Securities
Limited (collectively, the "Underwriters"), which have
agreed to purchase, on a "bought deal" basis 8,000,000 common
Shares (the "Common Shares") of the Company at a price of
$0.63 per Common Share (the
"Offering Price") for aggregate gross proceeds to the
Company of $5,040,000 (the "Bought
Deal Offering"). The Company has also granted the
Underwriters an over-allotment option, exercisable in whole or in
part at any time on or up to 30 days after the closing of the
Bought Deal Offering, to purchase up to an additional 1,200,000
Common Shares. In the event that the option is exercised in its
entirety, the aggregate gross proceeds of the Bought Deal Offering
will be $5,796,000. The Common
Shares offered pursuant to the Bought Deal Offering will be offered
by way of a short form prospectus to be filed in all of the
provinces of Canada (excluding
Quebec) and on a private placement
basis in certain other jurisdictions outside of Canada.
Concurrently with the Bought Deal Offering, the Company intends
to complete a private placement of approximately 1,587,300 Common
Shares at a price of $0.63 per Common
Share to certain insiders of the Company, for gross proceeds to the
Company of approximately $1,000,000
(the "Private Placement"). The Common Shares issued pursuant
to the Private Placement will be subject to resale restrictions for
a period of four months from the closing date of the Private
Placement.
The Company plans to use the net proceeds from each of the
Bought Deal Offering and the Private Placement to fund future loan
investments and for general corporate and working capital
purposes.
The Bought Deal Offering and the Private Placement are expected
to close on or about October 15, 2014
and are subject to certain conditions including, but not limited to
the receipt of applicable regulatory approvals, including approval
of the TSX Venture Exchange and the securities regulatory
authorities, as well as the satisfaction of other customary closing
conditions.
The Underwriters will receive a cash commission of 7% of the
gross proceeds raised in connection with the Bought Deal Offering,
and common share purchase warrants entitling the Underwriters to
purchase within 12 months after closing of the Bought Deal
Offering, Common Shares equal to 7% of the aggregate number of
securities sold pursuant to the Bought Deal Offering at the
Offering Price per Common Share.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful, including the
United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "1933 Act"), or any securities laws and may not
be offered or sold in the United
States unless registered under the 1933 Act and any
applicable securities laws of any state of the United States or an applicable exemption
from such registration requirements is available.
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 arrange and provide financing with flexible terms
to property owners looking to improve or add to their existing real
estate assets but who may be limited by conventional bank
financing, as well as to invest in quality commercial and
residential developments by proven real estate developers.
Terra Firma offers a full spectrum
of real estate financing under the guidance of strict corporate
governance, clarity and transparency. For further information
please visit Terra Firma's website
at www.tfcc.ca.
The TSX Venture Exchange has neither approved nor disapproved
the contents of this press release. Neither the TSX Venture
Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this press
release.
Notice Regarding Forward-Looking Statements
This Press Release contains forward‐looking
statements with respect 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. Statements
regarding the over-allotment option, the proceeds that would be
realized by Terra Firma if the
over-allotment option is exercised and the proposed use of proceeds
from the Bought Deal Offering and the Private Placement are all
forward-looking statements. The future 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. 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, 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.
SOURCE Terra Firma Capital Corporation