Counsel Corporation

Counsel Corporation

July 27, 2009 08:30 ET

Counsel Corporation Completes $24 Million Private Placement

TORONTO, ONTARIO--(Marketwire - July 27, 2009) - Counsel Corporation ("Counsel") (TSX:CXS) announced today that it has completed its previously announced private placement of common shares and a new series of convertible Series B preferred shares for aggregate proceeds of approximately $23.7 million. All amounts are stated in Canadian dollars unless noted.

Under the private placement, Counsel issued 16,164,471 common shares for $0.75 per share, or approximately $12.1 million in aggregate, and 6,009,616 Series B preferred shares for $1.92 per share, or approximately $11.5 million in aggregate. For further details regarding the transaction, including the terms of the Series B preferred shares, please refer to Counsel's filings on SEDAR (

Allan Silber, Chairman and CEO of Counsel, stated "We are very pleased to have completed this private placement at $0.75 per share, a significant premium over the recent trading price of Counsel's common shares. We see this as a vote of confidence in the Company's strategy and direction. The increase in our shareholders' equity by over $12 million greatly strengthens Counsel's financial position."

The proceeds from the private placement were used to redeem Counsel's outstanding convertible Series A preferred shares, as well as pay associated costs and fees. The rules of The Toronto Stock Exchange required shareholder approval of the private placement due to the level of participation by Counsel insiders. The transaction received shareholder approval at a special meeting of shareholders held on July 22, 2009.

Following the closing, Mr. Michael Florence was appointed to Counsel's board of directors. Allan Silber commented, "We are extremely pleased that Michael Florence has agreed to join our board of directors. His years of practice as a chartered accountant and his experience as a manager of investments make him a valuable addition to the board."

About Counsel Corporation

Counsel Corporation (TSX:CXS) is a private equity investor and alternative asset manager that actively partners with businesses to achieve shared success and to unlock value through leveraging its relationships, access to capital and strategic market experience. For further information, please visit Counsel's website at

Forward-Looking Statements

The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address Counsel's expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which Counsel currently operates, but because of the factors listed herein, as well as other factors beyond Counsel's control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals and other risks detailed from time to time in Counsel's securities and other regulatory filings.

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