Tier One Capital Limited Partnership

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

TORONTO, Aug. 25, 2014 /CNW/ - The Tier One Capital Limited Partnership (CSE: TLP.UN) ("Tier One Capital" or the "Limited Partnership") announces a non-brokered private placement of up to $8,000,000 or 1,518,027 units (the "Units") of the Limited Partnership at $5.27 per unit (the "Offering Price"), a price representing a 10% discount to the unit trading price on August 20th 2014 on the CSE System. An affiliate of the general partner of the Limited Partnership has agreed to provide a stand-by commitment to subscribe for units equal to 20% of the total offering (the "Stand-By Commitment").

The proceeds of the private placement will be used to purchase debt securities with attractive coupons typically ranging from 12% to 18%. It is the intention on the Limited Partnership to begin paying an annualized distribution of $0.50 per unit in FY 2015.

The Limited Partnership will pay a placement fee of 5% of the gross proceeds together with broker warrants equal to 3% of the total number of units sold excluding the Stand-By Commitment. Each broker warrant will entitle the holder thereof to purchase one unit at the offering price for a period of 12 months from the closing date.

The units offered by the Private Placement are available only to Canadian accredited investors and will be subject to resale restrictions, including a 4 month hold period, under the terms of the Limited Partnership Agreement and under Canadian securities laws. Both existing and new investors are encouraged to contact their financial advisor for more information on Tier One Capital Limited Partnership. This press release does not constitute an offer to sell securities in jurisdictions were such a sale would be unlawful.

About Tier One Capital
The Tier One Capital Limited Partnership (CSE: TLP.UN) (Tier One Capital) is a listed innovative specialty finance LP committed to providing Limited Partners with access to attractive yields. Tier One Capital focuses on providing rapidly growing Canadian companies with the working capital needed to execute their growth strategies and acquisition plans. Its primary focus is on companies with recurring or predictable revenue, with high gross margins. Tier One Capital's credit review criteria identifies opportunities that offer multiple avenues for repayment of principal, be it from operational cash flow, cash flow from tax credits or government grants or a sale of the business or other liquidity event. Tier One Capital is the lender of choice for entrepreneurs looking for growth capital financing in Canada.

Forward-looking Statements
This news release contains statements that may constitute "forward-looking statements" or "forward-looking information" under applicable securities laws, including statements relating to the Private Placement and the Limited Partnership, the plans and objectives of the Limited Partnership and assumptions regarding the future performance of the Limited Partnership. Certain statements made in this news release, including, but not limited to, those relating to the potential issuance of distributions, the process for obtaining applicable approvals, the anticipated closing date, the anticipated effect of the Private Placement and other statements that are not historical facts, are also forward-looking statements. These forward-looking statements reflect management's current internal projections, expectations or beliefs and are based on information currently available to the Limited Partnership. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "predict", "potential", "continue" or the negative of these terms or other comparable terminology. A number of factors could cause actual events or results to differ materially from those discussed in the forward-looking statements. Risks and uncertainties that could cause or contribute to such differences include, but are not limited to those described under "Risk Factors" in the Limited Partnership's most recent management information circular, which is available on SEDAR. The Limited Partnership has made a number of assumptions in making forward-looking statements in this news release. In particular, the material factors and assumptions that were applied in making the forward-looking statements in this news release include, but are not limited to, that the Private Placement will be completed as planned, contemplated investments will be made as planned and assumptions have been made about the financial outlook of the Limited Partnership. Although management believes that the forward-looking statements contained herein are based on reasonable assumptions, an investor cannot be assured that actual results will be consistent with such statements. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The Limited Partnership cannot provide any assurance that forward-looking statements will materialize. The forward-looking statements included in this news release are made as of the date of this news release and the Limited Partnership undertakes no obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise except as may be required by applicable securities laws.

SOURCE: Tier One Capital Limited Partnership

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Tier One Capital Limited Partnership

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