TII Terra Firma Capital Corp

All amounts are stated in Canadian dollars.

Terra Firma Capital Corporation (TSX VENTURE:TII) ("Terra Firma" or the
"Company"), a real estate finance company, is pleased to announce that it is
refinancing up to 100% of its existing convertible unsecured subordinated
debentures in the aggregate principal amount of $10.15 million and maturing on
September 27, 2014 (the "2011 Debentures").


The 2011 Debentures will be refinanced by the Company issuing new convertible
unsecured subordinated debentures (the "New Debentures"). The Company may
purchase the 2011 Debentures for cancellation, with holders of the 2011
Debentures using the proceeds to then subscribe for New Debentures. The New
Debentures will bear interest at an annual rate of 7%, payable quarterly, and
mature in 36 months (the "Maturity date") from the date of issuance. At any time
up to the Maturity date, the New Debentures will be convertible, in whole or in
part, at the option of the holder into common shares of the Company (the "Common
Share") at a price of $0.72 per Common Share. 


To date, holders of 2011 Debentures with aggregate principal amount of
approximately $6.0 million have agreed to subscribe for the New Debentures and
the Company is in the process of finalizing the balance. Certain directors and
officers of the Company, holding $800,000 principal amount of 2011 Debentures,
have agreed to subscribe for the New Debentures. 


Given the participation of the Insider Holders, the proposed refinancing
constitutes a "related party transaction" within the meaning of Multilateral
Instrument 61-101 - Protection of Minority Securityholders in Special
Transactions ("MI 61-101"). Terra Firma has relied on an exemption to both the
formal valuation and the minority shareholder approval requirements of MI
61-101, as neither the fair market value of the New Debentures to be distributed
to, nor the fair market value of the consideration to be received by Terra Firma
from, the Insider Holders in connection with the proposed refinancing exceeds
25% of Terra Firma's market capitalization.


The proposed refinancing is anticipated to close prior to September 27, 2014 and
is subject to certain terms and conditions including, but not limited to, the
receipt of all necessary approvals including the approval of the TSXV. The New
Debentures issuable under the Offering and the Common Shares issuable upon
conversion are subject to a four-month hold period pursuant to applicable
securities laws an the rules of the TSXV. There is currently no market for the
2011 Debentures and Terra Firma does not intend or undertake to list the New
Debentures on any public market or exchange.


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.tfcc.ca.


The TSXV has neither approved nor disapproved the contents of this press
release. The TSXV does not accept responsibility for the adequacy or accuracy of
this press release.


This Press Release contains forward-looking statements with respect matters
concerning the business, operations, strategy and financial performance of Terra
Firma. These statements generally can be identified by use of forward looking
word 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 assurances 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Terra Firma Capital Corporation
Y. Dov Meyer
President and Chief Executive Officer
416.792.4709
ydmeyer@tfcc.ca
www.tfcc.ca


Spinnaker Capital Markets Inc.
Ali Mahdavi
Managing Partner
416.962.3300
am@spinnakercmi.com

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