TRUST ▪ INSIGHT ▪ VISION

March 2015TERRA FIRMA

CAPITAL CORPORATION

Private & Confidential

This presentation contains certain statements that may be “forward-looking statements.” All statements in this document, other than statements of historical fact, that address events or developments that Terra Firma Capital Corporation (“the Company” or “Terra Firma”) expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and may be, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.

Although the Company believes the expectations expressed in such forward-looking statements are based upon reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward- looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to successfully negotiate or subsequently close transactions, adverse results from mortgage investments and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, change.

Forward-Looking Statements

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Ticker Symbol TSXV:TII

Share Price (as at March 6, 2015)

$0.77

Shares outstanding (basic) 41,582,300

52 week Trading Range $0.35 – 0.91

Total Assets (YE2013) $74.1 million

Market cap (basic) ~$32 million

Market cap (fully diluted) ~$47 million

Q3 2014 EPS $0.03

TTM EPS (as at Sep 30, 2014) $0.11

TTM P/E (as at Sep 30, 2014) 5.7X

TTM P/BV (as at Sep 30, 2014) 1.5X

Insider Ownership ~30%

Terra Firma is a real estate finance company that offers customized debt and equity solutions to developers and property owners

- Track record of growth and profitability- Revenue and Net Income up 62% and 36%, respectively in 2013 vs. 2012- Revenue and Net Income up 50% and 116%, respectively in Q3 2014 vs. Q3 2013- 2013 Return on invested capital 21.3% (pretax)

Company Background

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Terra Firma – Strategic Capital Partner

Terra Firma provides customized real estate financing solutions which achieve “equity-like” returns in a “debt-like” structure:

– Offers a full spectrum of structured real estate fi nancing soluti ons to developers and owners

– Terra Firma investment will rank in priority to borrower’s equity– Over $200MM in loan originati ons with average IRR >15%– Over $130MM in assets under management

Core focus is on:– Investi ng with well established developers who are bankable, but are

underserved by conventi onal banks– Quality commercial and residenti al assets– Income producing properti es– Targeted urban and suburban markets both in Canada and U.S.

Terra Firma is “inside” the risk of equity but has the potenti al to generate similar returns

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Banks

Mez

EquityTFC

C

Risk

Return

Competitive Landscape

Substantial Growth Opportunities

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Opportunities:– Permanent need for non-bank capital– Canadian real estate debt market dominated by banks– Large segment of the Canadian mortgage market is either not serviced by traditional

bank lending or conservatively leveraged– Limited availability of capital from conventional lenders provides TFCC the

opportunity to create mid tier capital (subordinate to senior debt but in priority to equity) at attractive yields

Terra Firma:– Full service asset management platform (fully licensed with FSCO)– Established reputation and extensive contacts in the commercial real estate and

mortgage lending community– True partners with its clients in their real estate endeavor drives repeat business – Investments are diversified by borrower geography, Loan-to-Value, industry types and

maturity dates

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Equity Like Returns

Sample Financing Structure

Equity

Total Debt

25%

Junior B Note25% LTV

@ 15% p.a.

Senior A Note50% LTV

@ 4.5% p.a.

8% cost to Borrower

• TFCC originates total loan of 75% LTV at 8% p.a.+ 2% fee

• Tranches the loan into Senior “A” Note (50%) and Junior “B” Note (25%)

• “A” Note is priced at P+1.50% + 1% fee (4.5%)

• Remaining yield to “B” Note is 15% p.a. before fee

• TFCC will typically invest only in the “B” Note and funds from it’s balance sheet

• TFCC can adjust the size of the Tranches to achieve the ultimate package for the borrower

• TFCC can participate at Equity Level

75%LTV

Overall IRR is ~19.0% including fee

Terra Firma Investments have less risk than typical equity investments:

Lower LTV

Equity subordination

Security and registration on title

Personal guarantees

Fixed minimum return

Current return on a monthly basis

Compensated for delays in project completion

TFCC does not provide guarantees to senior lenders

Are not subject to capital call or cost overruns

Risk vs. Return

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Loan Originations & Syndications Since 2011

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Loan Syndications 77% CAGR

Loan Originations 62% CAGR

Millions of dollars

2011 2012 2013 YTD Q3 2014$0.00

$10.00

$20.00

$30.00

$40.00

$50.00

$60.00

$70.00

$80.00

$90.00

$22.30

$40.26

$58.71

$81.49

$14.64

$25.42

$48.94

$59.66

Loan Originations Loan Syndications

Consistent Bottom Line Growth

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2010 2011 2012 2013 YTD Q3 2014 $-

$500,000

$1,000,000

$1,500,000

$2,000,000

$2,500,000

$110,000

$287,000

$1,251,980

$1,699,827

$2,318,636

Net Income

Total Commitments & Number of Investments

$m

illio

ns

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2011 2012 2013 YTD Q3 2014$0.00

$10.00

$20.00

$30.00

$40.00

$50.00

$60.00

$70.00

$80.00

$90.00

$22.30

$40.26

$58.71

$81.49

7 10

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Commitments Number of Investments

Loan Portfolio*

* Includes A tranche held by Senior lender 12

2010 2011 2012 2013 YTD Q3 2014$0

$20,000,000

$40,000,000

$60,000,000

$80,000,000

$100,000,000

$120,000,000

$140,000,000

$160,000,000

$1,252,250

$23,883,018

$54,382,398

$93,715,542

$139,141,970

Loan Portfolio * $152,121,370

Terra Firma investment methodology is highly scalable

Growth in investment acti vity and profi tability will be the following areas:

Repeat business from existing clients

Increase market share in the GTA

Expand geographic footprint into the US

Move up and down the capital structure

Develop new products for our investors and clients

FUTURE GROWTH OPPORTUNITIES

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A signifi cant expansion into the US will provide TFCC strong growth

prospects and diversifi cati on of risk

The US housing industry is positi oned for rapid growth and increased

value in the short to medium term especially in urban in-fi ll locati ons

The market for housing development capital is underserved with l itt le

competi ti on

Investment yields for housing development remain high on risk

adjusted basis

Glenn Watchorn has the experience and established track record to

manage the US expansion plan

US OPPORTUNITIES

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SIGNIFICANT ROOM IN U.S. FOR GROWTH JUST TO HIT HISTORIC NORMS

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CASE STUDY: Houston Transaction

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Loan Terms Houston Market $13MM recapitalization loan 18% rate of interest Single-family lot development

currently cash-flowing Well capitalized and reputable

Developer 62% Loan to Completed Value Located in the southeast

quadrant of Houston servicing commuters to the Galveston Port, Texas Medical Center, NASA and downstream oil jobs (refineries)

Glenn Watchorn has a successful track record in placing over $275MM in equity/debt financings in Houston market over the past 4 years

Key Stats: Largest housing market in

the US One of the fastest growing

markets with 2x the national rate of growth in jobs and population

Extremely affordable approximately 70% of households can afford the median priced home

Undersupply of lots approximately 14 months of inventory while historical equilibrium is 25 months

Housing market is undersupplied by approximately 25% based on jobs per permit

CASE STUDY: Atlanta Transaction

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Loan Terms Atlanta Market

$3.5MM Land loan for the future development of multi-family residential

Option to provide up to $9MM on the project financing

15% rate of interest 75% Loan to Value “A” location in Midtown

Atlanta Glenn Watchorn has over 12

years experience working in the Atlanta market and with this Developer

Key Stats: A resurgent market with

1.5x the national rate of growth in jobs and population

Extremely affordable approximately 75% of households can afford the median priced home

Housing market is undersupplied by approximately 50% based on jobs per permit

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Disciplined Approach / Creative Structure

Deals are sourced through current network of industry participants, brokers and repeat clients Loan types include:

– First mortgages– Second mortgages

Income Producing Properties Development projects – Residential, Retail, and Student housing, mostly infill locations Average loan size – $5 million and up Term – 6 months to 5 years Commitment Fee – 2%+ Rates:

– First mortgages starting at 7% – Second mortgages starting at 10%

Target return on TFCC equity – 15% -- HISTORIC RETURNS RANGE FROM 10% to 35%

All Loans subject to approval by internal investment committee

– Construction loans - Equity loans– Bridge loans

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Syndication Activities

Terra Firma further developed a robust syndication platform

Raised over $60 million in third party capital from high net worth individuals

TFCC funds loans from its balance sheet and recycles it with syndications

TFCC and its principals retain approximately 20% of the deal and act as Mortgage

Administrator

Alter some of the features of the loan to make it more retail friendly

Terra Firma earns an additional 200bp to 500bp spread plus the commitment fee

No recourse to Terra Firma

In house function – no fees or commissions paid

Sampling of Projects Financed by Terra Firma

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$13.3 million Bay Street, “Trophy” Condo, Toronto, ON

$3.6 million Commercial Plaza Hamilton, ON

$6.2 million Multi-FamilyOttawa, ON

$1.5 million Student HousingWaterloo, ON

$6.6 million Low rise Condo Development , Toronto, ON

Multiple Revenue Drivers

21*varies subject to project type

2013 Yield on invested capital (before tax) 21.14%

Profit participation: varies

Syndication fees: 50bps-400bps

Co-lender spread: up to 500bps

Co-lender fees: 0.5-1%

Commitment fees: 2-4%

Total 2013 revenue: $8.9 million

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Clients and Partners

Terra Firma takes pride in its growing list of clients and partners

▫ Reichmann International Development Corporation

▫ Lanterra Developments

▫ Urbancorp Development Corporation

▫ Mady Development Corporation

▫ Golden Equity

▫ BSAR Group of Companies

▫ Lindvest

▫ Empire

▫ Laurentian Bank

▫ MCAN

▫ MCAP

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Senior Management Team

Y. Dov Meyer - Chief Executive Officer

Formerly, Co-founder and Chief Investment Officer of IPC US REIT and Manager of HGI Debt Fund. Directly responsible for growing IPC to a total asset value of close to $2 billion. He held a number of positions with the Paul Reichmann Group of Companies and has over 20 years of real estate and public market experience.

Glenn Watchorn – President and Chief Operating Officer

Mr. Watchorn is the former co-chief operating officer of Tricon Capital Group Inc., a North American residential real estate investment company, where he was responsible for investment strategy and for the sourcing, underwriting and management of over $1.2 billion of investments in the U.S. and Canada. Prior to joining Tricon in 2002, Mr. Watchorn was vice-president, corporate, for Intracorp Developments Ltd., a real estate development company that manages and develops residential and commercial projects throughout Canada.

Mano Thiyagarajah – Chief Financial Officer & Corporate Secretary

Held various senior finance positions in public and private real estate and asset management companies, including TransGlobe Apartment REIT, Sentinel Real Estate Corporation, O&Y REIT and Morguard Corporation. Participated in three successful subsequent units and convertible debenture offerings totaling $411 million in first 24 months, post the initial public offering at TransGlobe Apartment REIT.

The Terra Firma team has over 50 years of real estate experience

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Strong Independent Board of Directors

John Kaplan – ChairmanCurrent Director of Runnymede Development Corporation Limited, where he was also President from 2000-2013. Is presently a principal of several real estate concerns including Metropia, Trademarek Communities and Haber Homes

Philip Reichmann – DirectorCo-founded O&Y Properties Corporation and O&Y REIT and served as Chief Executive Officer. He is a Founding Partner of ReichmannHauer Capital Partners

Seymour Temkin – DirectorHeaded the Canadian real estate practice of Deloitte & Touche LLP for 15 years. He is a Chair of the board of directors and a member of the audit committee of GT Canada Medical Properties Real Estate Investment Trust

Dr. Chris Bart – DirectorProfessor of Strategic Market Leadership at DeGroote School of Business (at McMaster since 1981). He has published over 100 articles, cases and reviews and he is best known for his pioneering research which has demonstrated the positive impact that mission statements have on organizational performance

Reuben Rosenblatt – DirectorChair and a senior member of the Real Estate Practice Group, Minden Gross LLP. First recipient of the Ontario Bar Association Award of Excellence in Real Estate in January 1996

Recent Financial Highlights

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In CND $000 FY 2013 FY2012 % change

Revenue $8.90 mm $5.50 mm 61.8%

Net Operating Income $2.30 mm $2.05 mm 12.2%

Income $1.70 mm $1.25 mm 36.0%

EPS - basic $0.06 $0.04 50.0%

BV/share $0.47 $0.42 11.9%

Recent Financial Highlights

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In CND $000 Q3 2014 Q3 2013 % change

Revenue $3.3 mm $2.2 mm 50%

Net Operating Income $1,184,887 $569,691 108%

Income $914,644 $422,899 116%

EPS - basic $0.03 $0.01 200%

BV/share $0.56 $0.45 24%

Highly accretive business model with focused lending strategy

Strong growth over the last three years

Diversified, high quality mortgage portfolio in Canada and U.S. with

substantial growth opportunities

Stable equity yield with potential capital growth upside and risk mitigation

Strong and well-connected management team with proven access to quality

real estate pipeline

Favorable valuation at book value

Summary

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TRUST ▪ INSIGHT ▪ VISION

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APPENDIX

Recent Transactions

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RetailDevelopment

CondominiumDevelopment

Residential Development

Multifamily Development

Development of 72 townhomes

Development of over 650 freehold townhomes

Land acquisition for the develop. of mid-rise condo

Development of midrise mixed use project

Land acquisition for the development of mid-rise

Land acquisition for 49 townhomes

Over 900 units in five low and high rise projects

Construction of 205 bed project

Construction of 29,000 sq. ft. retail development

Land and pre-development financing of

20 luxury townhomes

JV to develop 58 town- homes and 26 single

family homes

250 unit apartment building

Residential Development

Residential Development

Residential Development

Condominium Development

Residential Development

Residential Development

Residential Development

Student Residence Development

$1,200,000Deposit LoanToronto, ON

$3,500,000Equity LoanToronto, ON

$14,000,000First Mortgage

Toronto, ON

$950,000Equity

Toronto, ON

$2,700,000Equity

Toronto, ON

$4,390,000First MortgageWoodbridge, ON

$9,200,000Equity LoanToronto, ON

$1,724,000Mezzanine Loan

Waterloo, ON

$4,600,000First MortgageHamilton, ON

$3,500,000Mezzanine Loan

Toronto, ON

$700,000Preferred Equity

Ajax, ON

$15,800,000Acquisition LoanScarborough, ON

Background A leading developer in the City acquired a 2 acre site at Bay and Wellesley and approached

Terra Firma to participate in the acquisition and development of a “Trophy” property The developer was seeking a JV partner, not a debt financing Terra Firma offered an “out of the box” solution, whereby Terra Firma would contribute 1/3

of the equity required, in the form of convertible mezzanine loan secured by the land, with the option to convert the loan into a 1/3 of the JV equity interest in the development at the end of the loan period

Outcome This structure provided Terra Firma with downside protection and offered an opportunity

for a “second look” at the development prospects at the end of the loan period Terra Firma eliminated rezoning, presale and construction financing risks More importantly, Terra Firma was able to create a relationship with an established

developer

Trophy Condo Development – Bay & Wellesley, Toronto

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Case Study

Background A developer purchased land in Hamilton, pre-leased to a single tenant The Phase II ESA Report indicated the requirement of a site clean-up, which made it

difficult to get an institutional financing Terra Firma noted the scope of the site clean-up, a quote for a clean-up and that the City of

Hamilton will make payments over next 10 years to offset the cost of remediation After taking into account of the estimated remediation cost, incorporating the value of the

existing structure into the proposed development together with the estimated project costs, Terra Firma determined the LTV upon completion to be 65%

Outcome Terra Firma provided the initial funds for the clean-up and entered into an arrangement

with a Senior Lender to fund 85% of the loan once the property was remediated, creating an 85:15 A/B split.

Overall rate to borrower was 7.75% p.a., interest rate to the Senior Lender on the A Piece was 4.75% p.a.

The spread yielded a 27% to Terra Firma. More importantly, it was a very difficult financing resolved by Terra Firma.

685 Queenston Rd., Hamilton, ON

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Case Study

Case Study

Background An experienced developer with $55 million of equity in five condo development projects

totaling over 800 units (total sellout value of $280 million) The five development projects were at various stages, ranging from pre-zoning to fully

built and the properties were 75% to 85% pre-sold The developer was seeking to monetize his equity to acquire future development sites in

the GTA. The requested amount was $10 million. The Developer had about $31 million in excess equity and estimated profits after servicing

Terra Firma debt and the total principal and accrued interest during the term of the loan would total only 23.8% of the projected cash available from all closings

There is sufficient room to deal with potential slippage in excess of the TFCC underwriting criteria

Terra Firma cross-collateralized the loan by all 5 projects plus joint and several guarantees from the Borrower and a floating charge debenture

Outcome TFCC provided a loan at 18% p.a. with 2% fee and syndicated $6.2 million to investors at

15% p.a. Investment yields over 30% to Terra Firma Terra Firma “followed the money” and participated in future financings which yielded over

20%

Five Condominium Developments, Toronto

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TRUST ▪ INSIGHT ▪ VISION

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