Firm Capital Mortgage Investment Corporation Announces

TORONTO, Ontario, July 13 2022 (GLOBE NEWSWIRE) — Firm Capital Mortgage Investment Corporation (the “society”) (TSX: FC, FC.DB.F, FC.DB.G, FC.DB.H, FC.DB.I, FC.DB.J, FC.DB.K and FC.DB.L) a announced today that the Toronto Stock Exchange (the “TSX”) has accepted a notice filed by the Company of its intention to make a normal course issuer bid (the “ORCN“) in respect of its outstanding common shares (the “Ordinary actions”), 5.30% convertible unsecured subordinated debentures due August 31, 2024 (theDebentures 2024”), 5.40% convertible unsecured subordinated debentures due June 30, 2025 (the2025 Debentures”), 5.50% convertible unsecured subordinated debentures due January 31, 2026 (theDebentures 2026”), 5.00% convertible unsecured subordinated debentures due September 30, 2028 (theDebentures 2028”) and 5.00% convertible unsecured subordinated debentures due March 31, 2029 (theDebentures 2029“, and with the 2024 Debentures, the 2025 Debentures, the 2026 Debentures and the 2028 Debentures, the “Debentures”).

The notice provides that the Company may, during the 12-month period commencing on July 18, 2022 and ending no later than July 17, 2023, purchase through the facilities of the TSX and/or other systems Canadian Trading Units up to: (i) 3,359,442 Common Shares Shares in aggregate, representing 10% of the “public float” of Common Shares as of July 5, 2022; (ii) $2,621,831 aggregate principal amount of the 2024 Debentures in the aggregate, being 10% of the “public float” of the 2024 Debentures as of July 5, 2022; (iii) $2,478,894 aggregate principal amount of the 2025 Debentures in the aggregate, being 10% of the “public float” of the 2025 Debentures as of July 5, 2022; (iv) $2,462,188 aggregate principal amount of the 2026 Debentures in the aggregate, being 10% of the “public float” of the 2026 Debentures as of July 5, 2022; (v) $4,600,000 aggregate principal amount of 2028 Debentures in the aggregate, being 10% of the “public float” of the 2028 Debentures as of July 5, 2022; and (vi) $4,369,850 aggregate principal amount of the 2029 Debentures in the aggregate, being 10% of the “public float” of the 2029 Debentures as of July 5, 2022.

The price the Company will pay for any Common Share or Debenture will be the market price at the time of acquisition. During the period of this issuer bid, the Company may make purchases under the issuer bid by means of open market transactions. The actual number of Common Shares and Debentures that may be purchased under the Issuer Bid and the timing of such purchases will be determined by senior management of the Company. Average daily trading volume from January 1 to June 30, 2022 (excluding the 2029 Debentures, which is January 27 to June 30, 2022) was 47,866 common shares, $16,480 aggregate principal amount of the 2024 Debentures , $8,536 aggregate principal amount of 2025 Debentures, $6,600 aggregate principal amount of 2026 Debentures, $25,536 aggregate principal amount of 2028 Debentures and $97,175 aggregate principal amount of 2029 Debentures. under the issuer bid will be limited to 11,966 common shares, an aggregate principal amount of $4,120 of 2024 debentures, an aggregate principal amount of $2,134 of 2025 debentures, an aggregate principal amount of $1,650 of 2026 debentures , $6,384 aggregate principal amount of 2028 Debentures and $24,293 aggregate principal amount of 2029 Debentures, other than bulk purchases. All Common Shares and Debentures purchased by the Company pursuant to the Issuer Bid will be cancelled.

As of July 5, 2022, there were: (i) 34,483,717 ordinary shares outstanding, and the public float was 33,594,424 ordinary shares; (ii) $26,500,000 aggregate principal amount of the 2024 Debentures outstanding, and the public float was $26,218,310 of the aggregate principal amount of the 2024 Debentures; (iii) $25,000,000 aggregate principal amount of 2025 Debentures outstanding, and the public float was $24,788,940 aggregate principal amount of 2025 Debentures; (iv) $24,983,000 aggregate principal amount of the 2026 Debentures outstanding, and the public float was $24,621,884 of the aggregate principal amount of the 2026 Debentures; (v) $46,000,000 aggregate principal amount of 2028 Debentures outstanding, and the public float was $46,000,000 aggregate principal amount of 2028 Debentures; and (vi) $43,700,000 aggregate principal amount of 2029 Debentures outstanding, and the public float was $43,698,500 aggregate principal amount of 2029 Debentures.

The Company may purchase its Common Shares and Debentures, from time to time, if it believes that the market price of its Common Shares and/or Debentures is attractive and that the purchase would constitute an appropriate use of Company funds and in the best interests of society.

ABOUT THE COMPANY
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The Company, through its mortgage banker, Firm Capital Corporation, is a non-bank lender that offers short-term residential and commercial financing and conventional real estate financing, including construction, mezzanine and equity investments. The Company’s investment objective is the preservation of equity, while providing shareholders with a stable stream of monthly dividends from investments. The Company achieves its investment objectives by investing in selected niche markets that are underserved by large lending institutions. To date, the lending business continues to build a diversified mortgage portfolio, producing a stable return for shareholders. The Company is a mortgage investment company (MIC) as defined in the income tax law (Canada). Accordingly, the Company is not taxed on income provided that its taxable income is paid out to its shareholders in the form of dividends within 90 days of December 31 of each year. These dividends are generally treated by shareholders as interest income, so that each shareholder is in the same situation as if the mortgage investments made by the Company had been made directly by the shareholder. Full reports of the Company’s financial results are contained in the Company’s financial statements and related MD&A, available on the SEDAR website at www.sedar.com. Additionally, additional information is available on the Company’s website at www.firmcapital.com.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements” within the meaning of applicable securities laws, including, but not limited to, statements relating to future purchases of Common Stock and/or Debentures in under the public buyback offer. Much of this information can be identified by words such as “expect”, “expected”, “will”, “estimated” or similar expressions suggesting future results or events. The Company believes that the expectations reflected in such forward-looking statements are reasonable, but there can be no assurance that such expectations will prove to be correct and undue reliance should not be placed on such forward-looking statements.

Forward-looking statements are based on current information and expectations that involve a number of risks and uncertainties, which could cause actual results or events to differ materially from those anticipated. These risks include, but are not limited to, risks associated with the Company’s financial condition and prospects; stability of general economic and market conditions; interest rate; the underlying value of the Company and its common stock and debentures; the Company’s ability to make purchases under the tender offer; the availability of cash for redemptions of Common Shares and/or Debentures outstanding under the Issuer Bid; the existence of other uses of the Company’s cash resources which could be greater than the realization of repurchases within the framework of the public repurchase offer; compliance by third parties with their contractual obligations; compliance with applicable laws and regulations relating to the OPRCN; and other risks relating to the business of the Company, including those identified in the Company’s most recent Annual Information Form under the heading “Risk Factors” (a copy of which may be obtained at www.sedar.com) and the documents filed later. The forward-looking statements contained in this press release are made as of the date hereof and are subject to change. All forward-looking statements contained in this press release are qualified by these cautionary statements. Except as required by applicable securities laws, we do not intend or undertake to update or revise the forward-looking statements contained in this press release to reflect current information, events, results or circumstances. later or otherwise.

For more information, please contact:
Eli Dadouch Ryan Lim
President and CEO Financial director
(416) 635-0221 (416) 635-0221
For investor relations information, please contact:
Victoria Moayedi
Director, Investor Relations
(416) 635-0221


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