
| STRICTLY CONFIDENTIAL DISCLAIMER THESE MATERIALS AND ANY PRESENTATION OF WHICH THEY FORM A PART ARE NOT INTENDED AS AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITY, THE OFFER AND/OR SALE OF WHICH CAN ONLY BE MADE BY DEFINITIVE OFFERING DOCUMENTATION. ANY OFFER OR SOLICITATION WITH RESPECT TO ANY SECURITIES THAT MAY BE ISSUED BY TERRA PROPERTY TRUST, INC. (“TPT”) WILL BE MADE ONLY BE MEANS OF DEFINITIVE OFFERING MEMORANDA OR PROSPECTUS, WHICH WILL BE PROVIDED TO PROSPECTIVE INVESTORS AND WILL CONTAIN MATERIAL INFORMATION THAT IS NOT SET FORTH HEREIN, INCLUDING RISK FACTORS RELATING TO ANY SUCH INVESTMENT. FIGURES PROVIDED HEREIN ARE UNAUDITED AND AS OF SEPTEMBER 30, 2024, UNLESS OTHERWISE NOTED, AND MAY EXCLUDE DISCLOSURES REQUIRED IN AUDITED FINANCIAL STATEMENTS. THIS PRESENTATION INCLUDES CERTAIN NON-GAAP FINANCIAL MEASURES. THESE NON-GAAP FINANCIAL MEASURES SHOULD BE CONSIDERED ONLY AS SUPPLEMENTAL TO, AND NOT AS SUPERIOR TO, FINANCIAL MEASURES IN ACCORDANCE WITH GAAP. PLEASE REFER TO OUR MOST RECENT QUARTERLY REPORT ON FORM 10-Q FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR THE MOST RECENT GAAP INFORMATION. THIS PRESENTATION ALSO CONTAINS MARKET STATISTICS AND INDUSTRY DATA WHICH ARE SUBJECT TO UNCERTAINTY AND ARE NOT NECESSARILY REFLECTIVE OF MARKET CONDITIONS. THESE HAVE BEEN DERIVED FROM THIRD PARTY SOURCES AND HAVE NOT BEEN INDEPENDENTLY VERIFIED BY TPT OR ITS AFFILIATES. ALL MATERIAL PRESENTED IS COMPILED FROM SOURCES BELIEVED TO BE RELIABLE AND CURRENT, BUT ACCURACY CANNOT BE GUARANTEED. NEITHER TPT NOR ANY OF ITS REPRESENTATIVES OR AFFILIATES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN, AND TPT AND ITS REPRESENTATIVES DISCLAIM ALL LIABILITY RELATING TO, OR RESULTING FROM, THE USE OF THIS INFORMATION. NOTHING CONTAINED IN THIS PRESENTATION IS, OR SHALL BE RELIED UPON AS, A PROMISE OR REPRESENTATION AS TO THE PAST, CURRENT OR FUTURE PERFORMANCE OF TPT. FORWARD-LOOKING STATEMENTS THIS PRESENTATION INCLUDES “FORWARD-LOOKING STATEMENTS,” AS SUCH TERM IS DEFINED IN SECTION 27A OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND SUCH STATEMENTS ARE INTENDED TO BE COVERED BY THE SAFE HARBORS PROVIDED BY THE SAME. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT ASSUMPTIONS, EXPECTATIONS AND BELIEFS OF TPT ARE SUBJECT TO A NUMBER OF TRENDS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS. TPT CANNOT GIVE ANY ASSURANCE THAT THESE FORWARD-LOOKING STATEMENTS WILL BE ACCURATE. THESE FORWARD-LOOKING STATEMENTS GENERALLY CAN BE IDENTIFIED BY USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “WILL,” “TARGET,” “SHOULD,” “EXPECT,” “ATTEMPT,” “ANTICIPATE,” “PROJECT,” “ESTIMATE,” “INTEND,” “SEEK,” “CONTINUE,” OR “BELIEVE,” OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. SIMILARLY, STATEMENTS HEREIN THAT DESCRIBE CERTAIN PLANS, EXPECTATIONS, GOALS, PROJECTIONS AND STATEMENTS, AND OTHER STATEMENTS OF MANAGEMENT’S BELIEFS, INTENTIONS OR GOALS ALSO ARE FORWARD-LOOKING STATEMENTS. IT IS UNCERTAIN WHETHER ANY OF THE EVENTS ANTICIPATED BY THE FORWARD-LOOKING STATEMENTS WILL TRANSPIRE OR OCCUR, OR IF ANY OF THEM DO, WHAT IMPACT THEY WILL HAVE ON TPT’S RESULTS OF OPERATIONS AND FINANCIAL CONDITION. THERE ARE A NUMBER OF RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND TPT’S CONTROL, THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN, INCLUDING, BUT NOT LIMITED TO, THE ABILITY TO RETAIN KEY PERSONNEL; CONDITIONS IN THE MARKET FOR MORTGAGE-RELATED INVESTMENTS; AVAILABILITY OF SUITABLE INVESTMENT OPPORTUNITIES; CHANGES IN INTEREST RATES; CHANGES IN THE YIELD CURVE; CHANGES IN PREPAYMENT RATES; THE AVAILABILITY AND TERMS OF FINANCING; FUTURE LIQUIDITY, INCLUDING CASH FLOW, AND LIQUIDITY EVENTS; RISKS RELATED TO POTENTIAL STRATEGIC TRANSACTIONS, INCLUDING BUT NOT LIMITED TO UNCERTAINTIES REGARDING SUCCESSFUL COMPLETION AND INTEGRATION, AND REALIZATION OF ANTICIPATED BENEFITS FROM ANY SUCH TRANSACTIONS; GENERAL ECONOMIC CONDITIONS; MARKET CONDITIONS; INFLATIONARY PRESSURES ON THE CAPITAL MARKETS AND THE GENERAL ECONOMY; CONDITIONS IN THE MARKET FOR COMMERCIAL AND RESIDENTIAL LOANS, SECURITIES AND OTHER INVESTMENTS; LEGISLATIVE AND REGULATORY CHANGES THAT COULD ADVERSELY AFFECT THE BUSINESS OF TPT; RISKS RELATED TO THE ORIGINATION AND OWNERSHIP OF LOANS AND OTHER ASSETS, WHICH ARE TYPICALLY SHORT-TERM LOANS THAT ARE SUBJECT TO HIGHER INTEREST RATES, TRANSACTION COSTS AND UNCERTAINTY ON LOAN REPAYMENTS; RISKS RELATING TO ANY FUTURE IMPACT OF THE COVID-19 PANDEMIC, INCLUDING THE RESPONSES OF GOVERNMENTS AND INDUSTRIES, ON THE REAL ESTATE SECTOR; CREDIT RISKS; SERVICING-RELATED RISKS, INCLUDING THOSE ASSOCIATED WITH FORECLOSURE AND LIQUIDATION; THE STATE OF THE U.S. AND TO A LESSER EXTENT, INTERNATIONAL ECONOMY GENERALLY OR IN SPECIFIC GEOGRAPHIC REGIONS; THE GENERAL VOLATILITY OF THE SECURITIES MARKETS IN WHICH TPT PARTICIPATES; TPT’S ABILITY TO MAINTAIN ITS QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST FOR U.S. FEDERAL INCOME TAX PURPOSES; AND TPT’S ABILITY TO MAINTAIN ITS EXEMPTION FROM REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. ALL SUCH FACTORS ARE DIFFICULT TO PREDICT, INCLUDING THOSE RISKS SET FORTH IN TPT’S ANNUAL REPORTS ON FORM 10-K, QUARTERLY REPORTS ON FORM 10-Q, AND CURRENT REPORTS ON FORM 8-K THAT ARE AVAILABLE ON TPT’S WEBSITE AT HTTP://WWW.TERRAPROPERTYTRUST.COM AND ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS PRESENTATION ARE MADE ONLY AS OF THE DATE HEREOF. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS THAT SPEAK ONLY AS OF THE DATE HEREOF. TPT DOES NOT UNDERTAKE ANY OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES, EXCEPT AS REQUIRED BY APPLICABLE LAW. 2 |