Terra Firma Capital Corporation Announces Filing of Preliminary Short Form Prospectus for $12.5 Million Bought Deal Offering of Common Shares

TORONTO, ONTARIO--(Marketwired - April 20, 2015) -

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All amounts are stated in Canadian dollars.

Terra Firma Capital Corporation (TSX VENTURE:TII) ("Terra Firma" or the "Company") is pleased to announce that in connection with the bought deal offering (of 14,706,000 common Shares (the "Common Shares") of the Company at a price of $0.85 per Common Share (the "Offering Price") for aggregate gross proceeds to the Company of $12,500,100 (the "Offering"), announced on April 14, 2015, it has filed a preliminary short form prospectus with the securities regulatory authorities in each of the provinces of Canada, other than Québec. The preliminary short form prospectus is available on SEDAR at www.sedar.com.

Concurrently with the Offering, the Company intends to complete a private placement of 1,205,883 Common Shares at a price of $0.85 per Common Share to certain insiders of the Company, for gross proceeds to the Company of $1,025,000 (the "Private Placement").

The Company intends to use the net proceeds from each of the Offering and the Private Placement to partially fund the Company's growth initiatives.

The Offering is being led by Cormark Securities Inc. and includes Beacon Securities Limited and Paradigm Capital Inc. (collectively, the "Underwriters"). The Underwriters have been granted the option to purchase up to an additional 15% of the number of Common Shares sold under the Offering, exercisable in whole or in part at any time up to 30 days after the closing of the Offering (the "Over-Allotment Option"). In connection with the Offering, the Underwriters will receive a fee equal to 6% of the gross proceeds from the Offering (including common shares issued upon exercise of the Over-Allotment Option) and broker warrants (the "Broker Warrants") entitling the Underwriters to subscribe for that number of Common Shares equal to 6% of the number of Common Shares issued under the Offering (including Common Shares issued upon exercise of the Over-Allotment Option), subject to adjustment in certain circumstances. Each Broker Warrant is exercisable for one Common Share at the Offering Price for a period of 24 months following the closing. The Offering and the Private Placement are expected to close on or about May 5, 2015 and are subject to certain conditions including, but not limited to the receipt of applicable regulatory and other approvals, including the approval of the TSX Venture Exchange and the securities regulatory authorities.