Trez Capital Mortgage Investment Corporation Announces Substantial Issuer Bid

TORONTO, Dec. 5, 2016 /CNW/ - Trez Capital Mortgage Investment Corporation (TSX:TZZ) (the "Company") announced today that its Board of Directors has authorized a substantial issuer bid (the "Offer"), pursuant to which the Company will offer to purchase for cancellation up to 4,375,000 class A shares (the "Shares") for an aggregate purchase price not to exceed $35,000,000, as described below. The Offer represents approximately 26.3% of the Company's issued and outstanding Shares. A complete description of the terms and conditions of the Offer will be contained in the offer to purchase and issuer bid circular (the "Offer Document") and related documents that will be filed with the applicable securities regulators and mailed to shareholders in January of 2017.

The Offer will be made by way of a "modified Dutch auction" pursuant to which shareholders may tender all or a portion of their Shares (i) at a price not more than $8.30 and not less than $8.00 per Share, in increments of $0.05 per Share, or (ii) without specifying a purchase price, in which case their Shares will be purchased at the purchase price determined in accordance with the Offer.

The purchase price paid for each Share properly tendered and not withdrawn will be based on the number of Shares tendered and the prices specified by shareholders making such tenders, and will be the lowest price that will allow the Company to purchase up to an aggregate of $35,000,000 of Shares at a price within the range specified above. Shareholders will receive the purchase price in cash for Shares tendered at prices equal to or lower than the purchase price. All Shares tendered at prices higher than the purchase price will be returned to shareholders. All Shares purchased by the Company will be purchased at the same price, even if shareholders have selected a lower price. If the number of Shares tendered at or below the purchase price would result in an aggregate purchase price in excess of $35,000,000, those Shares will be purchased on a pro rata basis. None of the Company or its Board of Directors makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their Shares to the Offer or as to the purchase price or prices at which shareholders may choose to tender Shares.

The Company will temporarily suspend, effective immediately, its current normal course issuer bid that expires on May 18, 2017, and no subsequent purchases will be completed under such normal course issuer bid until after the expiration or termination of the Offer.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Company's Shares. The solicitation and the offer to buy the Company's Shares will be made only pursuant to the Offer Document and related documents. At the time the Offer is commenced, the Issuer will file the Offer Document and related documents with the Canadian securities regulatory authorities. Shareholders should carefully read the Offer Document and other related documents when they are available as they will contain important information, including the various terms and conditions of the Offer. Shareholders are urged to read these materials carefully prior to making any decision with respect to the Offer.

About the Company

The Company holds a diversified portfolio of mortgages in Canada. Trez Capital Fund Management Limited Partnership is the manager of and portfolio advisor to the Company. On June 16, 2016 the Shareholders of the Company approved the orderly wind-up of the Company. Under the orderly wind-up plan the Company will distribute the net proceeds through special distributions, the repurchase of shares pursuant to the normal course issuer bid, or otherwise.

SOURCE Trez Capital

Karyn Phuong, Vice President, Investor Relations, Trez Capital, Tel: [phone], Email: [email protected]