Shareholders approved amendments to the company’s charter to increase the number of authorized shares of capital stock from 500 million to 4 billion shares and to modify the terms of each of the company’s existing series of preferred stock to, among other things, remove restrictive covenants that currently prohibit the company from purchasing preferred stock when all cumulative dividends on the related series of preferred stock have not been paid in full, make the dividend payments on the preferred stock non-cumulative and eliminate all accrued but unpaid dividends, and eliminate substantially all voting rights of the preferred stockholders. The company must still obtain the requisite consents from the holders of each series of preferred stock to the modification of the terms of the preferred stock before those modifications can become effective. The company intends to seek such consents in connection with the tender offer described below. The increase in the number of authorized shares is anticipated to become effective on June 13, 2008, upon the filing by the company of an amendment to its charter.

Additionally, three Class II directors were elected to three-year terms on the company’s 10-member board: David J. Matlin and Mark R. Patterson, who have both served on the board since April 2008, and Francis I. Mullin, III, who has served as a director since January 2001.

“Winning shareholder approval of management’s proposals marks a milestone achievement in our efforts to rebuild the company and resume more normal business operations,” said Larry A. Goldstone, president and chief executive officer of Thornburg Mortgage. “We now expect to move forward with the tender offer for all of the company’s outstanding preferred stock following the requisite filings with the SEC, which is the next step needed to shore up our liquidity and help us to rebuild a profitable business that can generate shareholder value over the long term.”

Prior to filing the requisite filings with the SEC for the tender offer and consent solicitation, the company must first file its Form 10-Q for the quarter ended March 31, 2008, which the company expects to do shortly. The company is also currently seeking an extension of time under the Principal Participation Agreement and other agreements entered into on March 31, 2008 relating to the issuance of Senior Subordinated Secured Notes due 2015, participation interests and warrants, to extend the deadline by which the company is required to complete the tender offer and consent solicitation from June 30, 2008 to September 30, 2008. Upon the successful completion of the tender offer and consent solicitation, the company will save approximately $69 million per year in interest payments because the interest rate on its Senior Subordinated Secured Notes due 2015 will be lowered to 12% from 18%. In addition, successful completion of the tender offer and consent solicitation will allow the company to cancel the Principal Participation Agreement, which will allow the company to keep the principal payments received on the MBS subject to the reverse repurchase agreements to reinvest in its business, rather than distributing those payments to participants in the Principal Participation Agreement.

Thornburg Mortgage is a leading single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable-rate mortgages.

This press release contains forward-looking statements, including our ability to file our Form 10-Q and other filings to commence the tender offer and consent solicitation, whether the deadline to successfully complete the tender offer and consent solicitation will be extended, the outcome of the tender offer and consent solicitation, and the resulting impact under the financing agreements entered into on March 31, 2008. These forward-looking statements are based on management’s current expectations and are subject to uncertainty and changes in circumstance due to a number of factors, including but not limited to: the impact of the accounting for the March 31, 2008, financing transaction and Override Agreement; potential delays in the completion of the financial reporting work by the company and the completion of the first quarter review by our outside auditors; general economic conditions; ongoing volatility in the mortgage and mortgage-backed securities industry; the company’s ability to meet the ongoing conditions of the Override Agreement; the company’s ability to complete successfully the tender offer and consent solicitation; market prices for mortgage securities, interest rates, the availability of ARM securities and loans for acquisition, and other risk factors discussed in the company's SEC reports, including its most recent annual report on Form 10-K/A, its Proxy Statement for its Annual Meeting held on June 12, 2008 and its Registration Statement on Form S-3. These forward-looking statements speak only as of the date on which they are made and except as required by law, the company does not intend to update such statements to reflect events or circumstances arising after such date.