Tuckamore Announces Termination of Arrangement Agreement With Triumph Acquisition LP and Provides Update on Strategic Plan

TORONTO, ONTARIO--(Marketwired - July 25, 2014) - Tuckamore Capital Management Inc. (TSX:TX)(TSX:TX.DB.B) ("Tuckamore" or the "Company") announced today that Tuckamore and Triumph Acquisition LP (the "Purchaser") have mutually agreed to terminate the previously announced plan of arrangement (the "Arrangement"). Consequently, the Company's special meeting of shareholders (the "Special Meeting") to be held on July 31, 2014 has been cancelled.

Pursuant to a termination agreement entered into by Tuckamore and the Purchaser, no break fee will be payable to the Purchaser in connection with the termination of the Arrangement. The Purchaser will be reimbursed for expenses incurred in connection with the Arrangement, up to a maximum of $1.5 million.

Since the announced adjournment of the Special Meeting, the Board had been in discussions with the Purchaser to improve its offer. At the same time, the Board determined that it would be prudent to explore other alternatives in the event that the Arrangement did not proceed and a special committee of independent directors was formed by the Board (the "Special Committee") on July 10, 2014 . The Company determined that absent the Arrangement, Tuckamore should focus on a plan to refinance its capital structure and specifically to obtain an extension to its outstanding senior secured credit facilities. The Company had already sought such an extension in the context of the Arrangement.

The Special Committee was tasked with considering and providing the Board with advice and recommendations relating to certain strategic matters including any potential financing transaction or refinancing or restructuring of the Company's outstanding debt. The Special Committee is advised by its independent legal counsel Cassels Brock & Blackwell LLP and its independent financial advisor MPA Morrison Park Advisors Inc.

Extension of Maturity Date of Senior Secured Credit Facility and The Private Placement

As a result of its efforts, the Company has obtained approval from the lenders under its senior secured credit facilities made available to the Company's subsidiary, Tuckamore Finance Corp., pursuant to its third amended and restated credit agreement dated as of March 9 2012 (as amended, the "Credit Agreement") to extend the maturity date thereunder from March 9, 2015 to December 31, 2015. Such extension is to be effective upon completion of the Private Placement (as defined below) and a reduction of the outstanding indebtedness under the Credit Agreement by an amount equal to the net proceeds of the Private Placement (being approximately $12 million).