August 22, 2018, Vancouver, British Columbia - Earlston Investments Corp. (the “Acquiror”), announces that on this date it acquired 1,305,700 Class A shares (the “Shares”) of Trez Capital Mortgage Investment Corporation (the “Issuer”) on the Toronto Stock Exchange (“TSX”) at a price of approximately $2.99 per Share for gross proceeds of approximately $3,900,000 (the “Transaction”). The Shares acquired by the Acquiror on this date represent approximately 11.2% of the outstanding Shares as of August 22, 2018 (on the basis of 11,649,711 Shares outstanding as at June 30, 2018, as reported by the Issuer in its management’s discussion and analysis dated August 8, 2018).
Following the completion of the Transaction, the Acquiror now owns, together with the 621,300 Shares it owned prior to the Transaction, an aggregate of 1,927,000 Shares or approximately 16.5% of the outstanding Shares.
As disclosed by the Acquiror on August 20, 2018, it submitted a written proposal to the board of directors of the Issuer relating to a proposed offer by the Acquiror to acquire all of the outstanding Shares. The Acquiror has acquired the Shares in contemplation of the proposed offer and will consider acquiring, or offering to acquire, further Shares pursuant such proposed offer depending on a number of factors, including the response, if any, from the Issuer. Depending on market conditions, and the response received from the Issuer, the Acquiror may also make an offer directly to shareholders of the Issuer even if the Issuer does not engage in discussions or reach an agreement with the Acquiror.
To date, the Acquiror has not been contacted by the Issuer or the Special Committee of the Issuer’s Board of Directors. The Acquiror would be enthusiastic about moving forward with its proposed offer - if it is provided with the ability to conduct the requisite due diligence.
Apart from the intentions noted above, the Acquiror does not have any plans related to any of the items enumerated in Item 5 of Form 62-103F1. Further, if no offer is made by the Acquiror, the Acquiror, may, from time to time and depending on market and other conditions, acquire additional Shares through market transactions, private agreements or otherwise, or may sell all or some portion of the Shares it owns or controls.
To obtain a copy of the report filed pursuant to applicable securities regulations in connection with the foregoing, please contact:
Michael Atkinson, President & CEO
Telephone: (604) 689-1428