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Annaly Capital Management, Inc. Extends Exchange Offer to Acquire MTGE Investment Corp.

Annaly Capital Management, Inc. (NYSE:NLY) (“Annaly”) announced that it
has extended its previously announced exchange offer (the “Offer”) to
purchase all of the outstanding shares of common stock of MTGE
Investment Corp. (NASDAQ: MTGE) (“MTGE”). In the Offer, MTGE common
stockholders may elect to receive, in exchange for each share of MTGE
common stock they hold, (a) $9.82 in cash and 0.9519 shares of Annaly
common stock, (b) $19.65 in cash (the “all cash election”) or (c) 1.9037
shares of Annaly common stock (the “all stock election”). MTGE common
stockholders tendering into the Offer and making an all cash election or
an all stock election will be subject to proration so that approximately
50% of the aggregate consideration in the Offer will be paid in shares
of Annaly common stock, and 50% of the aggregate consideration in the
Offer will be paid in cash.

The Offer will now expire at 5:00 p.m., Eastern Time, on July 18, 2018,
unless further extended in accordance with the terms of the merger
agreement dated May 2, 2018, by and among Annaly, Mountain Merger Sub
Corporation and MTGE (as may be amended or supplemented from time to
time, the “Merger Agreement”). All other terms and conditions of the
Offer remain unchanged.

The Offer has been extended to allow the parties to obtain the remaining
regulatory approvals, which are conditions to the completion of the
Offer, as set forth in the prospectus/offer to exchange, dated June 4,
2018. The parties currently anticipate receiving these regulatory
approvals in the third quarter of 2018. The completion of the Offer
remains subject to the satisfaction or waiver of these and other
conditions of the Offer.

Computershare Trust Company, N.A., the depositary and exchange agent for
the Offer, has advised Annaly that as of 5:00 p.m., Eastern Time on June
14, 2018, approximately 955,185 shares of common stock of MTGE have been
validly tendered and not validly withdrawn pursuant to the Offer,
representing approximately 2.1% of the outstanding shares of common
stock of MTGE.

Wells Fargo Securities and Sandler O’Neill + Partners, L.P. are serving
as financial advisors to Annaly, and Wachtell, Lipton, Rosen & Katz
serves as legal counsel to Annaly.

About Annaly Capital Management, Inc.

Annaly is a leading diversified capital manager that invests in and
finances residential and commercial assets. Annaly’s principal business
objective is to generate net income for distribution to its shareholders
and to preserve capital through prudent selection of investments and
continuous management of its portfolio. Annaly has elected to be taxed
as a real estate investment trust, or REIT, for federal income tax
purposes. Annaly is externally managed by Annaly Management Company LLC.
Additional information about Annaly can be found at www.annaly.com.

Forward-Looking Statements

This press release includes forward-looking statements. These
forward-looking statements generally can be identified by phrases such
as “will,” “expects,” “anticipates,” “foresees,” “forecasts,”
“estimates” or other words or phrases of similar import. Similarly,
statements herein that describe the proposed transaction, including its
financial and operational impact, 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 the results of operations and financial condition of
the combined companies or the price of Annaly or MTGE stock. These
forward-looking statements involve certain risks and uncertainties, many
of which are beyond the parties’ control, that could cause actual
results to differ materially from those indicated in such
forward-looking statements, including but not limited to the ability of
the parties to consummate the proposed transaction on a timely basis or
at all and the satisfaction of the conditions precedent to consummation
of the proposed transaction, including a majority of outstanding shares
of MTGE’s common stock being validly tendered in the Offer; that
required regulatory approvals for the proposed transaction may not be
obtained in a timely manner, if at all; business disruption following
completion of the proposed transaction; and the other risks and
important factors contained and identified in Annaly’s and MTGE’s
filings with the Securities and Exchange Commission (the “SEC”),
including their respective Quarterly Reports on Form 10-Q and Annual
Reports on Form 10-K, any of which could cause actual results to differ
materially from the forward-looking statements. The forward-looking
statements included in this Form 8-K are made only as of the date
hereof. Neither Annaly nor MTGE undertakes any obligation to update the
forward-looking statements to reflect subsequent events or
circumstances, except as required by law.

Additional Information and Where to Find It

This press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares, nor is
it a substitute for the Offer materials that Annaly and its merger
subsidiary have filed with the SEC. Annaly and its merger subsidiary
have filed a Tender Offer Statement on Schedule TO, Annaly has filed a
Registration Statement on Form S-4 and MTGE has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC
with respect to the Offer. THE OFFER MATERIALS (INCLUDING AN OFFER TO
EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CONTAIN
IMPORTANT INFORMATION. MTGE STOCKHOLDERS ARE URGED TO READ THESE
DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF MTGE SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING EXCHANGING THEIR SECURITIES. The Offer to Exchange, the
related Letter of Transmittal and certain other Offer documents, as well
as the Solicitation/Recommendation Statement, are available to all
holders of MTGE common stock at no expense to them. The Offer materials
and the Solicitation/Recommendation Statement are available for free at
the SEC’s website at www.sec.gov.
Additional copies may be obtained for free by contacting Annaly’s
Investor Relations department at 1-888-8Annaly (1-888-826-6259). In
addition to the Offer to Exchange, the related Letter of Transmittal and
certain other Offer documents, as well as the
Solicitation/Recommendation Statement, Annaly and MTGE file annual,
quarterly and current reports and other information with the SEC. You
may read and copy any reports or other information filed by Annaly and
MTGE at the SEC public reference room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Annaly’s and MTGE’s filings
with the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.

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