Firm Capital American Realty Partners Trust Provides Update on Equity Offering

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, March 3, 2020 /CNW/ - Firm Capital American Realty Partners Trust (the "Trust"), (TSXV: FCA.U), (TSXV: FCA.UN) announced today that its previously announced (see press release dated February 13, 2020) fully marketed public offering (the "Offering") of units ("Offered Units") will raise a total of up to US$15 million (excluding any proceeds raised through the exercise of the Over-Allotment Option (as defined below)) at a price of US$8.20 per Offered Unit or C$10.90 per Offered Unit based on the Bank of Canada daily average rate of exchange of 1.3292 as of February 11, 2020. Investors will have the option of subscribing for the Offering in U.S. dollars or Canadian dollars.

Each Offered Unit shall consist of one trust unit (a "Trust Unit") and one trust unit purchase warrant (a "Warrant"). Each Warrant will be exercisable to acquire one Trust Unit (a "Warrant Unit") for an exercise price of US$10.75 per Warrant Unit for a period of 24 months following the closing date of the Offering (the "Warrant Expiry Date"), subject to acceleration of the Warrant Expiry Date in the event that the volume weighted average trading price of the Trust Units on the principal stock exchange on which they are traded is greater than US$12.75 per Trust Unit for a period of 10 consecutive trading days at any time after the closing of the Offering and upon the Trust giving 30 days' notice of acceleration, at the Trust's sole discretion.

The Offering is being made through a syndicate of underwriters (the "Underwriters") led by Canaccord Genuity Corp., CIBC World Markets Inc., and TD Securities Inc., and including Echelon Wealth Partners Inc., Industrial Alliance Securities Inc., National Bank Financial Inc., Raymond James Ltd., Scotia Capital Inc., Desjardins Securities Inc., Laurentian Bank Securities Inc. and Wellington-Altus Private Wealth Inc. 

The Trust will grant the Underwriters an option (the "Over-Allotment Option") to cover over-allotments and for market stabilization purposes, exercisable at any time up to 30 days subsequent to the closing of the Offering, to increase the size of the Offering by up to 15% in Offered Units (and/or the components thereof) on the same terms and conditions of the Offering, exercisable in whole or in part and from time to time.

The Trust intends to use the net proceeds of the Offering to fund prospective acquisitions of income producing multi-family residential properties in the U.S., to fund prospective investments in mortgage debt on real estate properties in the U.S. and for working capital and for general trust purposes.

The Offering is scheduled to close on or about March 12, 2020, subject to satisfaction of customary closing conditions, including the receipt of all necessary regulatory and stock exchange approvals.

The Trust Units issuable pursuant to the Offering including those issuable on the due exercise of the Warrants have been approved for listing on the TSX Venture Exchange subject to satisfaction of typical conditions imposed by the TSX Venture Exchange.

ABOUT FIRM CAPITAL AMERICAN REALTY PARTNERS TRUST
Firm Capital American Realty Partners Trust is a U.S. focused real estate investment entity that pursues real estate and debt investments through the following platforms:

• Income Producing Real Estate Investments: Acquiring income producing real estate assets in major cities across the United States. Acquisitions are completed solely by the Trust or in joint-venture partnership with local industry expert partners who retain property management responsibilities; and
  
  
• Mortgage Debt Investments: Real estate debt and equity lending platform in major cities across the United States, focused on providing all forms of bridge mortgage loans and joint venture capital.

FORWARD LOOKING INFORMATION

Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "intend" and similar expressions. Forward-looking statements in this press release include statements relating to: the Offering and the use of proceeds thereof and the timing of the closing of the Offering. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse factors affecting the U.S. real estate market generally or those specific markets in which the Trust holds properties; volatility of real estate prices; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; industry and government regulation; changes in legislation, income tax and regulatory matters; the ability of the Trust to implement its business strategies; competition; currency and interest rate fluctuations and other risks, including those described in the Trust's public disclosure documents on SEDAR at www.sedar.com.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Additional information about the Trust is available at www.firmcapital.com or www.sedar.com.

A preliminary short form prospectus containing important information relating to the Offered Units has been filed with securities commissions or similar authorities in each of the Provinces of Canada (except Quebec). The preliminary short form prospectus is still subject to completion or amendment. Copies of the preliminary short form prospectus may be obtained from any of the Underwriters. There will not be any sale or any acceptance of an offer to buy the Offered Units until a receipt for the final short form prospectus has been issued.

SOURCE Firm Capital American Realty Partners Trust

Eli Dadouch, President & Chief Executive Officer, [phone]; Sandy Poklar, Chief Financial Officer, [phone]