TII Terra Firma Capital Corp

Terra Firma Capital Corporation (“Terra Firma” or the “Company”) (TSX-V: TII) is pleased to announce that at its special meeting (“Meeting”) of shareholders of the Company (the “Shareholders”) held today, the Shareholders voted to approve the previously announced plan of arrangement under the Business Corporations Act (Ontario) pursuant to which GM Capital Corp. (the “Buyer”), a company controlled by Y. Dov Meyer, the executive chairman of the Company and Seth Greenspan, managing director of the Company, and their respective associates, will acquire all of the issued and outstanding common shares of the Company (the “Shares”) not held by the Buyer at a price of C$7.30 in cash per Share (the “Transaction”).

The Transaction required approval by the affirmative vote of (i) at least two thirds of the votes cast by Shareholders; and (ii) a simple majority of the votes cast by Shareholders, excluding votes attached to Shares held by interested Shareholders required to be excluded pursuant to applicable securities laws.

Of the votes cast at the Meeting with respect to the Transaction, a total of 4,040,220 Shares were voted in favour of the Transaction, representing approximately 99.74% of the votes cast on the special resolution approving the Transaction. In addition, a total of 3,255,222 Shares, representing approximately 99.68% of the votes cast by holders of Shares, excluding those Shares required to be excluded pursuant to applicable securities laws, were voted in favour of the special resolution approving the Transaction.

The Company’s full report of voting results will be filed under the Company’s issuer profile at www.sedarplus.com.

The Company intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) (the “Court”) to approve the Transaction at a hearing expected to be held on October 24, 2023. Completion of the Transaction remains subject to the satisfaction of customary closing conditions, including Court approval. Subject to the satisfaction or waiver of all of the conditions to the closing of the Transaction, the Transaction is expected to be completed on or about October 27, 2023. Following completion of the Transaction, it is anticipated that the Shares will be delisted from the TSX Venture Exchange (the “TSXV”) and the Company will cease to be a reporting issuer under applicable Canadian securities law.

Shareholders who have questions or require assistance submitting their Shares in connection with the Transaction may direct their questions to Computershare Investor Services Inc., who is acting as depositary in connection with the Transaction, by phone toll-free at 1-800-564-6253 or by email at coporateactions@computershare.com.

About the Company

Terra Firma is a publicly traded real estate finance company that provides real estate financings secured by investment properties and real estate developments in the United States and Canada. The Company focuses on arranging and providing financing with flexible terms to real estate developers and owners who require shorter-term loans to bridge a transitional period of one to five years where they require capital at various stages of development or redevelopment of a property. These loans are typically repaid with lower cost, longer-term debt obtained from other Canadian financial institutions once the applicable transitional period is over or the redevelopment is complete, or from proceeds generated from the sale of the real estate assets.

More information about the Company is available at www.tfcc.ca or under the Company’s profile on SEDAR+ at www.sedarplus.com.

For more information:

Terra Firma Capital CorporationShelley OchoaChief Financial OfficerPhone: (416) 792-4707sochoa@tfcc.ca

The TSXV has neither approved nor disapproved the contents of this press release. The TSXV does not accept responsibility for the adequacy or accuracy of this press release.

CAUTIONARY AND FORWARD-LOOKING STATEMENTS

Certain statements contained in this news release may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “plan”, “expect”, “may”, “will”, “intend”, “should”, and similar expressions. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Forward looking information in this news release includes, but is not limited to, the following: statements relating to the Transaction including the approval process and expected timing of closing of the Transaction; statements relating to Court approval; statements relating to the delisting of Shares from the TSXV following closing of the Transaction; the expectation that the Company will cease to be a reporting issuer following closing of the Transaction; and statements relating to other anticipated impacts of the Transaction.

The forward-looking information contained in this news release is based on certain expectations and assumptions made by the Company, including expectations and assumptions concerning receipt of required approvals and the satisfaction of other conditions to the completion of the Transaction, and that the arrangement agreement will not be amended or terminated. There can be no assurance that the proposed Transaction will be completed, or that it will be completed on the terms and conditions contemplated in the arrangement agreement.

Although the Company believes that the expectations and assumptions on which the forward-looking information contained in this news release is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that it will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to: the failure to obtain necessary approvals or satisfy (or obtain a waiver of) the conditions to closing the Transaction as contained in the arrangement agreement; the occurrence of any event, change or other circumstance that could give rise to the termination of the arrangement agreement; material adverse changes in the business or affairs of the Company; the parties’ ability to obtain requisite Court approval; either party’s failure to consummate the Transaction when required or on the terms as originally negotiated; competitive factors in the industries in which the Company operates; interest rates, currency exchange rates and prevailing economic conditions; and other factors, many of which are beyond the control of the Company. Additional factors and risks which may affect the Company, its business and the achievement of the forward-looking statements contained herein are described in the Company’s annual information form and the Company’s management discussion and analysis for the year ended December 31, 2022 and in the other subsequent reports filed under the Company’s profile on www.sedarplus.com.

The forward-looking information contained in this news release represents the Company’s expectations as of the date hereof and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws.