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Proposal Made by Earlston Investments Corp. to Aquire Trez Capital Mortgage Investment Corporation for Cash

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Vancouver, British Columbia–(Newsfile Corp. – August 20, 2018) – Earlston Investments Corp. (“Earlston“) announced today that, on August 15th, 2018, it submitted a written proposal to the Board of Directors of Trez Capital Mortgage Investment Corporation (“TZZ“) to acquire all of the issued and outstanding shares of TZZ for cash at 100% of TZZ’s net asset value (“NAV“). The proposal is subject to the customary conditions including the completion of due diligence and the execution of a definitive acquisition agreement. The proposal was open for TZZ to accept until the close of business tomorrow, August 21; Earlston has been informed that TZZ will not be able to meet this time frame.

Earlston has a long standing and good working relationship with Trez Capital, the manager of and portfolio advisor to TZZ, and is confident that, if the Board of TZZ permits, a definitive agreement could be prepared forthwith. Earlston believes that, with TZZ’s assistance, it can:

  • complete the requisite due diligence within 3 weeks from the date hereof;
  • mail a takeover bid circular promptly following execution of a definitive acquisition agreement; and
  • take up and pay for all of the shares tendered to the takeover bid in as few as 35 days, subject to applicable corporate and securities laws.

Earlston understands that on June 16, 2016 the Shareholders of TZZ overwhelmingly approved the Orderly Wind-Up Plan and the return of capital to TZZ shareholders “through special distributions, the repurchase of shares pursuant to the normal course issuer bid, or otherwise”. Earlston believes that a takeover bid at NAV is the most efficient method available to achieve that stated goal. For greater clarity, Earlston is confident that, with TZZ’s assistance, shareholders could receive their funds on or about mid November 2018.

Further Details Regarding the Proposal

If the TZZ Board engages with Earlston and Earlston commences a take-over bid, full details of any such offer will be included in a formal offer and the related take-over bid circular to be filed with the securities regulatory authorities and mailed to TZZ shareholders.

This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of TZZ. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.

About Earlston

Earlston Investments Corp. is a private merchant bank based in Vancouver, BC., whose primary focus is providing asset-backed loans to the real estate and oil and gas sectors. For more information on Earlston please visit its website at: www.earlston.ca.

For further information regarding the Transaction, please contact:

Michael Atkinson, President & CEO
Telephone: (604) 689-1428
Email: atkinson@earlston.ca

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Such statements include, but are not limited to statements as to whether a takeover bid will be made, if made, certain details such as when it will be made and when it would be completed.