Firm Capital Property Trust Announces Amendments to Asset Management and Property Management Agreements

TORONTO, Dec. 17, 2021 (GLOBE NEWSWIRE) — Firm Capital Property Trust (“FCPT” or the “Trust“) (TSXV: FCD.UN) is pleased to announce that it has received final approval from the TSX Venture Exchange for certain amendments to the Trust’s asset management agreement (the “Asset Management Agreement”) with Firm Capital Realty Partners Inc. (the “Asset Manager”) and the Trust’s property management agreement (the “Property Management Agreement” and together the “Management Agreements”) with Firm Capital Property Management Corp. (the “Property Manager”).

The amendments to the Asset Management Agreement include (a) an extension of the term from November 29, 2022 to November 29, 2032, (b) the addition of a fee 0f 0.5% of the sale price of any property which fee will be payable to the Asset Manager with respect to any disposition of a property by the Trust at a price that is in excess of the average IFRS carrying value of the property over the four quarters preceding the quarter in which the sale occurred; and (c) a change to the way certain portions of the amounts payable on termination by the Trust without cause are calculated providing that, without disinterested unitholder approval, the portion of the termination fee that previously was calculated based on the amount of time between the date of termination and the end of the term will now be based on a rolling forward five year period from the date of termination. If disinterested unitholder approval is obtained then the payment period will revert to the former wording which was the period from the date of termination to the end of the term if in excess of five years. The Asset Manager or Property Manager, as applicable, has the option to request that the foregoing unitholder approval be sought. Furthermore the amount payable will now be based on the greater of (i) the amounts which were payable to the Asset Manager in the immediately preceding fully operational four quarters prior to the termination or breach or (ii) those amounts which would be payable to the Asset Manager for the immediately following fully operational four quarters following termination or breach had the Asset Management Agreement remained in place.

The amendments to the Property Management Agreement include (a) an extension of the term from November 29, 2022 to November 29, 2032, and (b) the same changes to the way portions of the amounts payable on termination by the Trust without cause are calculated as were made to the Asset Management Agreement.

Given that (i) the Asset Manager and Property Manager are owned by entities under the executive control of Eli Dadouch (an officer and trustee of the Trust) and (ii) certain members of the Board of Trustees are affiliated with the Asset Manager and Property Manager, the independent members of the Board of Trustees of the Trust reviewed and approved the amendments to the Asset Management Agreement and Property Management Agreement. The amended and restated versions of the Asset Management Agreement and Property Management Agreement are available on www.sedar.com.

ABOUT FIRM CAPITAL PROPERTY TRUST
Firm Capital Property Trust is focused on creating long-term value for Unitholders, through capital preservation and disciplined investing to achieve stable distributable income. In partnership with management and industry leaders, The Trust’s plan is to co-own a diversified property portfolio of multi-residential, flex industrial, net lease convenience retail, and core service provider professional space. In addition to stand alone accretive acquisitions, the Trust will make joint acquisitions with strong financial partners and acquisitions of partial interests from existing ownership groups, in a manner that provides liquidity to those selling owners and professional management for those remaining as partners. Firm Capital Realty Partners Inc., through a structure focused on an alignment of interests with the Trust sources, syndicates and property and asset manages investments on behalf of the Trust.

FORWARD LOOKING INFORMATION

This press release may contain forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, and by discussions of strategies that involve risks and uncertainties. The forward-looking statements are based on certain key expectations and assumptions made by the Trust. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections, acquisitions as outlined and various future events will not occur. Although management of the Trust believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that future results, levels of activity, performance or achievements will occur as anticipated. Neither the Trust nor any other person assumes responsibility for the accuracy and completeness of any forward-looking statements, and no one has any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or such other factors which affect this information, except as required by law.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, which may be made only by means of a prospectus, nor shall there be any sale of the Units in any state, province or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under securities laws of any such state, province or other jurisdiction. The Units of the Firm Capital Property Trust have not been, and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold or delivered in the United States absent registration or an application for exemption from the registration requirements of U.S. securities laws.

Neither the 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.

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