TII Terra Firma Capital Corp

Terra Firma Capital Corporation (TSX VENTURE:TII) ("Terra Firma" or the
"Company"), a real estate finance company, today announced that the Company's
manager, Counsel Asset Management, L.P. (the "Manager"), a wholly owned
subsidiary of Counsel Corporation (TSX:CXS) ("Counsel"),has given Terra Firma
written notice to terminate the management agreement between the Manager and
Terra Firma (the "Management Agreement") effective December 31, 2012. The
Management Agreement provides that termination can be given by either party with
90 days written notice (the "Notice Period"). Counsel has also advised the
Company it intends to distribute the 6,168,333 Terra Firma common shares that it
owns, representing approximately 20% of Terra Firma's common shares outstanding,
to Counsel's shareholders. 


"Counsel has advised us its decision to terminate the management agreement is
pursuant to its strategy to focus on its core operating businesses," said Y. Dov
Meyer, Terra Firma's CEO and President.


"The Manager has been providing management services to Terra Firma since we
launched commercial operations," Mr. Meyer said. "In the coming months, during
the Notice Period, Terra Firma will evaluate various alternatives, which may
include entering into a management agreement with a new sponsor or internalizing
the management of the Company."


Under the Management Agreement, the services provided by the Manager include the
management of Terra Firma's day-to-day operations, advice on strategic matters,
as well as other general management services. Pursuant to the Management
Agreement, the Manager receives an annual management fee, based on Terra Firma's
shareholders' equity and debt securities as well as certain fees (depending on
the nature of the fees) generated by lending activities. The termination of the
management contract will have no material impact on the financial results for
2012. Management and the Board will evaluate the best course of action to
replace the services of the Management Contract and its impact on Terra Firma.


The Management Agreement provides that Terra Firma is to offer employment to its
President and CEO, Mr. Dov Meyer and all non-Executive individuals presently
employed by the Manager who devote all or substantially all of their time to
Terra Firma business, in a similar position with similar responsibilities on
terms and conditions substantially similar to the terms under which such
individuals were employed at the time of termination of the Management
Agreement. However, Terra Firma does not have a similar obligation to offer to
employ CFO Howard Wortzman or Executive Officer Allan Silber, who is CEO of
Counsel, both of whom are obligated to resign upon termination of the Management
Agreement.


Year to date, Terra Firma's loan and investment originations totaled $53.3
million versus $21.5 million for all of 2011. Its loan portfolio has increased
to $28.8 million (with a weighted average effective interest rate of 19.3%) as
at June 30, 2012 versus $16.7 million and $3.3 million as at December 31, 2011
and June 30, 2011, respectively. Net income for the six months ended June 30,
2012 grew by 561% to $465,000, or $0.02 per basic and diluted share, from
$70,000, or $0.00 per basic and diluted share in the comparative period in 2011.


"The growth of our loan portfolio reflects our increasing stature as an active
non-bank real estate lender, one that has the expertise and capacity to arrange
and participate in financings that are secured by high quality investment
properties as well as invest in commercial and residential real estate
developments undertaken by proven developers," said Mr. Meyer.


About Terra Firma

Terra Firma is a full service, publicly traded real estate finance company that
provides customized equity and debt solutions to the real estate industry. Our
focus is to arrange and provide financing with flexible terms to property owners
looking to improve or add to their existing real estate assets but who may be
limited by conventional bank financing, as well as to invest in quality
commercial and residential developments by proven real estate developers. Terra
Firma offers a full spectrum of real estate financing under the guidance of
strict corporate governance, clarity and transparency. For further information
please visit Terra Firma's website at www.terrafirmacapital.ca.


This Press Release contains forward-looking statements with respect to matters
concerning the business, operations, strategy and financial performance of Terra
Firma. These statements generally can be identified by use of forward looking
words such as "may", "will", "expects", "estimates", "anticipates", "intends",
"believe" or "could" or the negative thereof or similar variations. The future
business, operations and performance of Terra Firma could differ materially from
those expressed or implied by such statements. Such forward-looking statements
are qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations. Forward-looking statements are based on a
number of assumptions which may prove to be incorrect. Additional important
factors that could cause actual results to differ materially from expectations
include, among other things, general economic and market factors, local real
estate conditions, competition, changes in government regulation, dependence on
tenants' financial conditions, interest rates, the availability of equity and
debt financing, environmental and tax related matters, and reliance on key
personnel. There can be no assurance that forward-looking statements will prove
to be accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements. The cautionary statements qualify
all forward-looking statements attributable to Terra Firma and persons acting on
its behalf. Unless otherwise stated, all forward looking statements speak only
as of the date of this Press Release and Terra Firma has no obligation to update
such statements except as required by law.

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