Y. Dov Meyer and Seth Greenspan entered into a non-binding letter of intent to acquire remaining 92.5% stake in Terra Firma Capital Corporation (TSXV:TII) from GG North America Investments Limited Partnership, Pathfinder Asset Management Limited, Somers Limited and others on August 15, 2023. Y. Dov Meyer and Seth Greenspan entered into an arrangement agreement to acquire remaining 92.5% stake in Terra Firma Capital Corporation (TSXV:TII) from GG North America Investments Limited Partnership, Pathfinder Asset Management Limited, Somers Limited and others for CAD 40.6 million on August 31, 2023. Under the terms of the transaction, each Shareholder of Terra Firma will receive CAD 7.30 per Share representing a total equity value of approximately CAD 46 million on a fully diluted basis. Y. Dov Meyer the executive chairman and director of the Terra Firma beneficially owns 7.5% of the issued and outstanding Shares. In case Terra Firma terminates the agreement, a termination fee of CAD 1,300,000 is applicable. Pursuant to closing, the Terra Firma Shares will be delisted from the TSXV.

The transaction is subject to receiving majority approval of shareholders of Terra Firma and Approval of the court. A special committee comprised of independent directors of Terra Firma unanimously recommended that the board of directors of Terra Firma approve the Transaction. The Board unanimously approved the Transaction and unanimously recommends that the Shareholders vote in favour of the Transaction. Buyer entered into voting support agreements with shareholders and all of the directors of Terra Firma holding 47.05% of the outstanding Shares, including voting support agreements with Somers Limited, GG North America Investments Limited Partnership and Pathfinder Asset Management Limited. As on September 8, 2023, Terra Firma, Y. Dov Meyer and Lornglen Developments Limited (guarantor) amended the agreement, pursuant to which, at the effective time, the Additional Cash Amount shall be no less than US$22 million (cash on hand). The Transaction is expected to close in the last quarter of 2023. As of October 19, 2023, the shareholders of Terra Firma approved the transaction and is expected to be completed on or about October 27, 2023.

Blake, Cassels & Graydon LLP is acting as Legal advisor to Terra Firma. Cormark is acting as financial advisor and fairness opinion provider to the Special Committee and MNP is acting as independent financial advisor and and fairness opinion provider to the Special Committee. Terra Firma will pay CAD 50,000 to MNP as a fee for the fairness opinion provided in relation to the transaction. Norton Rose Fulbright Canada LLP is acting as independent legal counsel to the Special Committee. Goodmans LLP is acting as counsel to Y. Dov Meyer and Seth Greenspan. Computershare Investor Services Inc. is acting as a Depository bank as well as a transfer agent in the transaction.

Y. Dov Meyer and Seth Greenspan completed the acquisition of remaining 92.5% stake in Terra Firma Capital Corporation (TSXV:TII) from GG North America Investments Limited Partnership, Pathfinder Asset Management Limited, Somers Limited and others on October 27, 2023. With the completion of the Transaction, the Shares are expected to be delisted from the TSX Venture Exchange (?TSXV?) and Terra Firma will also cease to be a reporting issuer under applicable Canadian securities law.