Terra Firma Capital Corporation Completes Private Placement of Common Shares

Terra Firma Capital Corporation (TSX VENTURE:TII) ("Terra Firma" or the
"Corporation") is pleased to announce that it has completed, on a non-brokered
basis, a private placement of 11,700,000 common shares in the capital of the
Corporation (the "Common Shares") at a price of $0.50 per Common Share, for
gross proceeds of $5,850,000 (the "Offering"). 


As previously disclosed in Terra Firma's press release dated December 1, 2011,
the net proceeds of the Offering will be used to enhance Terra Firma's liquidity
position, to fund Terra Firma's business activity needs and for other general
corporate purposes. Counsel Corporation, which beneficially owns or controls
approximately 20.23% of the issued and outstanding Common Shares, Mr. Allan
Silber, the Chairman of Terra Firma and Mr. Y. Dov Meyer, the President and
Chief Executive Officer of Terra Firma have subscribed for 2,300,000, 200,000
and 200,000 Common Shares, respectively (collectively, the "Insider
Subscriptions"). The subscription for Common Shares by each of Counsel
Corporation, Mr. Silber and Mr. Meyer in the Offering will not increase the
percentage of securities of Terra Firma beneficially owned and controlled by any
of them.


No other insider of Terra Firma participated in the Offering and the balance of
the Common Shares that were issued under the Offering was placed with Canadian
accredited investors. 


The subscription for Common Shares by Insider Subscribers constitutes a "related
party transaction" within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Securityholders in Special Transactions ("MI 61-101").
Terra Firma, as an issuer listed on the TSX Venture Exchange (the "TSXV"), is
exempt from the formal valuation requirement of MI 61-101. In addition, Terra
Firma has relied on an exemption to the minority shareholder approval
requirements of MI 61-101 as (A) the Common Shares are listed on the TSXV, (B)
neither the fair market value of the Common Shares to be distributed pursuant to
the Insider Subscriptions nor the consideration to be received therefor will
exceed $2,500,000, (C) Terra Firma has independent directors who are not
employees and who are not participating in the Offering and (D) at least
two-thirds of such independent directors have approved the transaction. 


The Common Shares issued in connection with the Offering have been conditionally
approved for listing by the TSXV. The Common Shares issued in conjunction with
the Offering will be subject to a four-month hold period under applicable
securities laws and the policies of the TSXV. 


About Terra Firma 

Terra Firma is a full service, publicly traded real estate finance company that
provides customized equity and debt solutions to the real estate industry. Our
focus is to provide flexibility to property owners who may be limited by
conventional bank financing and to invest in quality commercial and residential
developments. Terra Firma offers a full spectrum of real estate financing under
the guidance of strict corporate governance, clarity and transparency. Terra
Firma is managed by Counsel Corporation (TSX:CXS). For further information
please visit Terra Firma's website at www.terrafirmacapital.ca.


About Counsel Corporation 

Counsel Corporation (TSX:CXS) is a financial services company that operates
through its individually branded businesses in residential mortgage lending,
distressed and surplus capital asset transactions, real estate finance and
private equity investment. For further information, please visit Counsel's
website at www.counselcorp.com.


This press release is not an offer of securities for sale in the United States.
The securities of Terra Firma referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as amended or the
securities laws of any state. Securities of Terra Firma may not be offered or
sold in the United States absent registration or an exemption from registration.


Completion of the Offering is subject to final approval and acceptance by the TSXV. 

This Press Release contains forward-looking statements with respect to the
Offering and matters concerning the business, operations, strategy and financial
performance of Terra Firma. These statements generally can be identified by use
of forward looking word such as "may", "will", "expects", "estimates",
"anticipates", "intends", "believe" or "could" or the negative thereof or
similar variations. The completion of the Offering and the future business,
operations and performance of Terra Firma could differ materially from those
expressed or implied by such statements. Such forward-looking statements are
qualified in their entirety by the inherent risks and uncertainties surrounding
future expectations, including that the Offering contemplated herein is
completed. Forward-looking statements are based on a number of assumptions which
may prove to be incorrect, including, but not limited to: the ability of Terra
Firma to satisfy the requirements of the TSXV with respect to the Offering.
Additional, important factors that could cause actual results to differ
materially from expectations include, among other things, general economic and
market factors, local real estate conditions, competition, changes in government
regulation, dependence on tenants' financial conditions, interest rates, the
availability of equity and debt financing, environmental and tax related
matters, and reliance on key personnel. There can be no assurances that
forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking
statements. The cautionary statements qualify all forward-looking statements
attributable to Terra Firma and persons acting on its behalf. Unless otherwise
stated, all forward looking statements speak only as of the date of this Press
Release and Terra Firma has no obligation to update such statements except as
required by law.
Terra Firma Capital (TSXV:TII)
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