Firm Capital Mortgage Investment Corporation (the “Corporation”)
(TSX: FC) is pleased to announce that the Corporation has entered
into an agreement to sell, on a bought deal basis, to a syndicate
of underwriters bookrun by TD Securities Inc. and CIBC Capital
Markets, 1,770,000 common shares of the Corporation (the “Shares”)
at a price of $11.30 per Share (the “Issue Price”) for gross
proceeds of $20,001,000 (the “Offering”).
The Corporation has also granted the
underwriters an over-allotment option to purchase up to 265,500
Shares at the Issue Price exercisable, in whole or in part, at any
time until 30 days following the closing of the Offering. If the
over-allotment option is exercised in full, the gross proceeds of
the Offering will be $23,001,150.
The net proceeds of the Offering will be used to
repay indebtedness and for general corporate purposes.
The offering is expected to close on or about
August 8, 2024 and is subject to certain conditions including, but
not limited to, the receipt of all necessary regulatory
approvals.
The Shares will be issued pursuant to a
prospectus supplement that will be filed by no later than
August 2, 2024 (the “Prospectus Supplement”) with the
securities regulatory authorities in all provinces of Canada under
the Corporation’s short form base shelf prospectus dated
July 29, 2024 (the “Base Shelf Prospectus”).
No securities regulatory authority has either
approved or disapproved of the contents of this news release. The
securities being 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.
Delivery of the Base Shelf Prospectus, the
Prospectus Supplement, and any amendments to the documents will be
provided in accordance with securities legislation relating to
procedures for providing access to a base shelf prospectus, a shelf
prospectus supplement, and any amendment. The Base Shelf Prospectus
is, and the Prospectus Supplement will be (within two business days
of the date hereof), accessible on SEDAR+ at www.sedarplus.ca. An
electronic or paper copy of the Base Shelf Prospectus, the
Prospectus Supplement, and any amendment to the documents may be
obtained without charge, from TD Securities Inc. at 1625 Tech
Avenue, Mississauga, Ontario L4W 5P5 Attention: Symcor, NPM, or by
telephone at (289) 360-2009 or by email at sdcconfirms@td.com by
providing the contact with an email address or address, as
applicable. The Base Shelf Prospectus and Prospectus Supplement
contain important, detailed information about the Corporation and
the proposed Offering. Prospective investors should read the Base
Shelf Prospectus and Prospectus Supplement (when filed) before
making an investment decision.
About The Corporation
Where Mortgage Deals Get Done®
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. Full reports of the financial results of the
Corporation for the year are outlined in the audited consolidated
financial statements and the related management’s discussion and
analysis of the Corporation, available on the SEDAR+ website at
www.sedarplus.ca. 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 ability to
satisfy regulatory, stock exchange and commercial closing
conditions of the Offering, the uncertainty associated with
accessing capital markets and the statements related to the
Corporation’s business, including those contained in our current
Annual Information Form, 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 of future
performance and are based on our estimates and assumptions that are
subject to risks and uncertainties, including those described in
our current Annual Information Form under “Risk Factors” (a copy of
which can be obtained at www.sedarplus.ca), which could cause our
actual results and performance to differ materially from the
forward-looking statements contained in this news release.
Those risks and uncertainties include, among
others, risks associated with mortgage lending, dependence on the
Corporation’s manager and mortgage banker, competition for mortgage
lending, real estate values, interest rate fluctuations,
environmental matters, and shareholder liability. 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;
and adequate bank indebtedness and bank loans are available to the
Corporation. Although the forward-looking information contained in
this news 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
Boutique Mortgage Lenders®
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