Firm Capital Mortgage Investment Corporation Announces $20 Million Bought Deal Financing
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
/BASE -SHELF PROSPECTUS IS ACCESSIBLE, AND PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE WITHIN TWO BUSINESS DAYS, ON SEDAR+/
TORONTO, Oct. 06, 2025 (GLOBE NEWSWIRE) — Firm Capital Mortgage Investment Corporation (the “Corporation”) (TSX: FC) is pleased to announce that it has entered into an agreement to sell, on a bought deal basis, to a syndicate of underwriters bookrun by CIBC Capital Markets and TD Securities, $20,000,000 aggregate principal amount of 5.50% convertible unsecured subordinated debentures due December 31, 2032 (the “Debentures”) at a price of $1,000 per Debenture. The Corporation has granted the underwriters an over-allotment option to purchase up to $3,000,000 additional aggregate principal amount of Debentures at the same price, exercisable, in whole or in part, at any time until 30 days following the closing of the offering. If the over-allotment option is exercised in full, the gross proceeds of the offering will total $23,000,000.
The net proceeds of the offering will be used for debt repayment and for general corporate purposes.
The offering of Debentures is expected to close on or about October 14, 2025 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals.
The Debentures will bear interest at a rate of 5.50% per annum, payable semi-annually in arrears on the last day of June and December in each year, commencing on December 31, 2025, and will mature on December 31, 2032 (the “Maturity Date”). The Debentures will be convertible at the holder’s option into common shares of the Corporation (the “Shares”) at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date fixed for redemption at a conversion price of $14.06 per Share (the “Conversion Price”), subject to adjustment in certain circumstances.
The Debentures will not be redeemable before December 31, 2028. On and after December 31, 2028 and prior to December 31, 2030, the Debentures will be redeemable in whole or in part from time to time at the Corporation’s option at par plus accrued and unpaid interest, provided that the weighted average trading price of the Shares on the Toronto Stock Exchange during the 20 consecutive trading days ending on the fifth trading day preceding the date on which notice of redemption is given is not less than 125% of the Conversion Price. On and after December 31, 2030, the Debentures will be redeemable, in whole or in part, from time to time at the Corporation’s option at any time at par plus accrued and unpaid interest.
The Debentures will be direct, unsecured obligations of the Corporation, subordinated to senior indebtedness of the Corporation, ranking pari-passu to the Corporation’s existing convertible unsecured subordinated debentures.
Subject to specified conditions, the Corporation will have the right to repay the outstanding principal amount of the Debentures, on maturity or redemption, through the issuance of Shares. The Corporation will also have the option to satisfy its obligation to pay interest through the issuance and sale of Shares.
The Debentures will be issued pursuant to a prospectus supplement that will be filed by no later than October 8, 2025 with the securities regulatory authorities in all provinces of Canada under the Corporation’s short form base shelf prospectus dated July 29, 2024.
Access to the prospectus supplement, the shelf prospectus and any amendments to the documents is provided in accordance with securities legislation relating to procedures for providing access to a prospectus supplement, a base shelf prospectus and any amendment. The shelf prospectus is, and the prospectus supplement will be (within two business days of the date hereof), accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the prospectus supplement, the shelf prospectus and any amendment to the documents may be obtained, without charge, from CIBC Capital Markets at 161 Bay Street, 5th Floor, Toronto, ON M5J 2S8 or by telephone at 1-416-956-6378 or by email at mailbox.Canadianprospectus@cibc.com or from TD Securities Inc. at 1625 Tech Avenue, Mississauga, Ontario, L4W 5P5, Attention: Symcor, NPM, or by telephone at (289) 360-2009, or by email at sdcconfirms@td.com by providing the contact with an email address or address, as applicable.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, unless an exemption from registration is available. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Corporation in any jurisdiction.
About The Corporation
Where Mortgage Deals Get Done®
The Corporation, through its mortgage banker, Firm Capital Corporation, is a non-bank lender providing residential and commercial short-term bridge and conventional real estate financing, including construction, mezzanine, and equity investments. The Corporation’s investment objective is the preservation of shareholders’ equity, while providing shareholders with a stable stream of monthly dividends from investments. The Corporation achieves its investment objectives through investments in selected niche markets that are underserviced by large lending institutions. Lending activities to date continue to develop a diversified mortgage portfolio, producing a stable return to shareholders. Full reports of the financial results of the Corporation for the year are outlined in the unaudited consolidated financial statements and the related management discussion and analysis of the Corporation, available on the SEDAR+ website at www.sedarplus.ca. In addition, supplemental information is available on the Corporation’s website at www.firmcapital.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws including, among others, statements associated with the ability to satisfy regulatory, stock exchange and commercial closing conditions of the offering, the expected use of the net proceeds of the offering, the expected closing date of the offering, the uncertainty associated with accessing capital markets and the statements related to the Corporation’s business, including those contained in our current Annual Information Form, as well as statements with respect to management’s beliefs, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance, or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intent”, “estimate”, “anticipate”, “believe”, “should”, “plans”, or “continue”, or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management.
These statements are not guarantees of future performance and are based on our estimates and assumptions that are subject to risks and uncertainties, including those described in our current Annual Information Form under “Risk Factors” (a copy of which can be obtained at www.sedarplus.ca), which could cause our actual results and performance to differ materially from the forward-looking statements contained in this news release.
Those risks and uncertainties include, among others, risks associated with mortgage lending, dependence on the Corporation’s manager and mortgage banker, competition for mortgage lending, real estate values, interest rate fluctuations, environmental matters, and shareholder liability. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information include, among others, that the Corporation is able to invest in mortgages at rates consistent with rates historically achieved; adequate mortgage investment opportunities are presented to the Corporation; and adequate bank indebtedness and bank loans are available to the Corporation. Although the forward-looking information contained in this news release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results and performance will be consistent with these forward-looking statements.
All forward-looking statements in this news release are qualified by these cautionary statements. Except as required by applicable law, the Corporation undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
For further information, please contact:
Firm Capital Mortgage Investment Corporation
Eli Dadouch
President & Chief Executive Officer
(416) 635-0221
