Sherfam Inc.

SHERMAN FOUNDATION

July 27, 2009 12:35 ET

Sherfam Inc. & Sherman Foundation-Joint News Release

TORONTO, ONTARIO--(Marketwire - July 27, 2009) - Sherfam Inc. announces that it has acquired ownership of 6,009,616 series B preferred shares of Counsel Corporation, comprising 100% of the outstanding series B preferred shares of Counsel Corporation after the issuance of the aforementioned shares. Sherman Foundation announces that, as part of a private placement offering of 16,164,471 common shares of Counsel Corporation, it has acquired ownership of 5,128,205 common shares of Counsel Corporation comprising approximately 8.4% of the outstanding common shares of Counsel Corporation after the issuance of the aforementioned shares. Following the aforementioned transactions Sherfam Inc. owned 100% of the outstanding series B preferred shares of Counsel Corporation and Sherman Foundation owned approximately 10% of the outstanding common shares of Counsel Corporation. The common shares and series B preferred shares of Counsel Corporation were issued from the treasury of Counsel Corporation pursuant to private placements; the common shares at the price of $0.75 per share and the series B preferred shares at the price of $1.92 per share. The series B preferred shares of Counsel Corporation are entitled to one vote per share and are immediately convertible at the option of Sherfam Inc., into common shares of Counsel Corporation, at the conversion rate of $0.75 per common share, for a maximum of 15,384,617 common shares of Counsel Corporation, subject to typical anti-dilution adjustments. Sherfam Inc. and Sherman Foundation acquired the shares for investment purposes. Sherfam Inc. may acquire common shares of Counsel Corporation pursuant to the conversion of the series B preferred shares. To the knowledge of Sherfam Inc. and Sherman Foundation, no persons acting jointly or in concert with Sherfam Inc. and Sherman Foundation intend to acquire any additional securities of Counsel. In a related transaction, Counsel Corporation redeemed all 12,000,000 series A preferred shares of Counsel Corporation held by Sherman Foundation for an aggregate redemption price of the Canadian dollar equivalent of US$18,000,000. Each series A preferred share of Counsel Corporation was immediately convertible at the option of Sherman Foundation, into one common share of Counsel Corporation, subject to adjustments.

The foregoing percentages are based on information provided by Counsel Corporation as to its outstanding shares.

Contact Information

  • A report containing additional information in respect to
    the foregoing may be obtained by calling:
    Jeffrey Cohen
    (416) 777-5422